Hennessy Capital Investment Corp. VII 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure 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 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. HVII does not expect that its disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that HVII has detected all 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. 78 Management’s Report on Internal Controls over Financial Reporting As 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: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of HVII, (2) provide 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, and (3) provide 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in HVII’s financial statements. 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. This 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. Changes in Internal Control over Financial Reporting There 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. Item 9B. Other Information. (a) None. (b) 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers. As of the date of this Report, HVII’s directors and officers are as follows: Name Age Title Daniel J. Hennessy 68 Chairman of the Board of Directors and Chief Executive Officer Thomas D. Hennessy 41 President and Chief Operating Officer and Director Nicholas Geeza 40 Executive Vice President, Chief Financial Officer and Secretary Grant R. Allen 47 Independent Director Brian Bonner 69 Independent Director Anna Brunelle 58 Independent Director Javier Saade 54 Independent Director Poonam Sharma 48 Independent Director 79 Daniel J. 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 sectors. Mr. Hennessy currently serves as the Chairman of the Board and Chief Executive Officer of Hennessy Capital Investment Corp. VIII (NASDAQ: HCIC). Mr. Hennessy has also served as a director of Innventure, Inc. (NASDAQ: INV) since October 2024. Since September 2023, Mr. Hennessy has served as the Chairman of the Board of Directors of Compass Digital Acquisition Corp. (NASDAQ: CDAQ). On January 6, 2026, Compass Digital announced the execution of a business combination agreement with Key Mining Corp., an exploration stage global critical minerals and infrastructure company deploying a multi-jurisdiction strategy with assets initially located in Chile and the United States. 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. Mr. Hennessy served as Chairman of the Board and Chief Executive Officer 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 changed its name to Canoo Inc. 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. Mr. 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. (Nasdaq: PRCH) in December 2020. 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. merged with U.S. Ecology, Inc., and Mr. Hennessy served as a director of NRC Group Holdings Corp. from October 2018 to October 2019. From April 2015 to February 2017, Mr. 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: TFII). Mr. 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. in February 2015 and is now known as Blue Bird Corporation (NASDAQ: BLBD), and Mr. Hennessy served as Vice Chairman of the Board of Blue Bird Corporation from February 2015 to April 2019. Mr. Hennessy holds a B.A. degree, magna cum laude, from Boston College and an M.B.A. from the University of Michigan Ross School of Business. Mr. 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. Thomas D. Hennessy , the son of Mr. Daniel J. 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. Mr. Hennessy currently serves as President and a director of Hennessy VIII. Since August 2023, Mr. Hennessy has served as Chief Executive Officer and as a director of Compass Digital Acquisition Corp. (Nasdaq: 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; (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. (NYSE: 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. (Nasdaq: 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, Inc. (Nasdaq: 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. (Nasdaq: PRCH) and subsequently served as an independent director of Porch Group Inc. Mr. Hennessy previously served as a Portfolio Manager of Abu Dhabi Investment Authority (ADIA). Mr. Hennessy holds a B.A. degree from Georgetown University and an MBA from the University of Chicago Booth School of Business. Mr. 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 Corp. III, two, Jaguar Global Growth Corporation I, 7GC & Co. Holdings Inc., PropTech Investment Corporation II and PropTech Acquisition Corporation. 80 Nicholas 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. I, a special purpose acquisition company that liquidated its trust account and delisted its securities from Nasdaq in October 2024. Mr. 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 (NASDAQ: 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. Prior to U.S. Bank, Mr. Geeza worked at JP Morgan Chase & Co. in New York. Mr. Geeza graduated cum laude with a B.S. from Georgetown University and earned an MBA from the University of Chicago Booth School of Business. Grant R. Allen has served as a member of HVII’s board of directors since HVII’s initial public offering. Mr. Allen has served as a Venture Partner of Giant Ventures since May 2024. Mr. Allen previously served as founding General Partner from August 2019 to January 2024 at SE Ventures, a financially oriented, single LP fund created in partnership with Schneider Electric. Prior to SE Ventures, Mr. Allen served as global head of venture investing at Zurich-based ABB Ltd. where he was also a member of ABB’s Technology Leadership Team and served on the Board of Directors of Enbala Power Networks, acquired in 2020 by Generac, and Industrial Defender, acquired by Lockheed Martin in 2014. Prior to joining ABB in 2010, Mr. Allen worked at Core Capital Partners, Microsoft Corporation, Dean & Company and Bates White. Mr. 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. Mr. Allen was selected to serve as director due to his extensive experience investing and venture capital background. Brian Bonner has served as a member of HVII’s board of directors since HVII’s initial public offering and chairs HVII’s compensation committee. Mr. Bonner currently serves as a director of Hennessy VIII (since February 2026). Mr. 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. Mr. Bonner’s 33-year career with Texas Instruments, Inc. (NASDAQ: 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. Mr. 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. Mr. 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; business performance; business scaling post-acquisition implementation/integration; information technology management and development; and cybersecurity and information technology systems. 81 Anna Brunelle has served as a member of HVII’s board of directors since HVII’s initial public offering. Ms. Brunelle has served as Chief Financial Officer of May Mobility, an autonomous driving company, since October 2023 and as an Independent Director of Hennessy Capital Investment Corp. VI since October 2021 and Compass Digital Acquisition Corp. since September 2023. Previously, Ms. Brunelle served as Chief Financial Officer of Ouster Inc. from August 2020 to May 2023, which completed a business combination with Colonnade Acquisition Corp., a SPAC, in March 2021, which subsequently merged with Velodyne Lidar, Inc. (previously NASDAQ: VLDR) in February 2023. She previously served as Chief Financial Officer of Kinestral Technologies from April 2018 through May 2020 and Chief Financial Officer and Interim Chief Operating Officer of Soylent from March 2016 through October 2017. She has also served as Chief Financial Officer of GlobalLogic, Chief Financial Officer of Tivo, Inc. and Senior Consultant for Deloitte & Touche, LLP. Ms. Brunelle currently serves as a director of Compass Digital Acquisition Corp. (NASDAQ: CDAQ) and as a director of Bolt Threads, Inc. and previously served as a director of Halio International from March 2019 through May 2020. During her tenure in leadership positions, she has worked on successful IPOs of technology companies and completed multiple private and public acquisitions and divestitures. Ms. Brunelle received her B.S. in Business Administration (accounting concentration) from California Polytechnic State University — San Luis Obispo. Ms. Brunelle was selected to serve as a director due to her background in accounting and finance and her experience as the chief financial officer for both public and private companies and as a director. Javier Saade has served as a member of HVII’s board of directors since HVII’s initial public offering. Mr. Saade currently serves as a director of Hennessy VIII (since February 2026). Mr. 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”. Mr. Saade Javier served as Audit Committee Chair of the Board of Directors of SoftBank Vision Fund Investment Corp. (NASDAQ: SVFA) from January 2021 to March 2023, Lead Independent Director and Nominations & Governance Committee Chair of the Board of Directors of Porch Group, Inc. (NASDAQ: PRCH) December 2020 to March 2022, Board Member of Global Technology Acquisition Corp. (NASDAQ: 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. (NASDAQ: DOCU). 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: 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. Mr. 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. Poonam Sharma has served as a member of HVII’s board of directors since HVII’s initial public offering and chairs HVII’s audit committee. Ms. Sharma has served as an Investment Committee Advisor of Healthy Home Innovation Fund since March 2024 and as an Independent Director of Lumen Energy since January 2024. Ms. Sharma previously served as an Independent Director of Fifth Wall Acquisition Corp. III from May 2021 to December 2023, which completed its business combination with Mobile Infrastructure Corporation (NYSE American: BEEP). Ms. Sharma is also a serial entrepreneur, real estate industry veteran and public speaker with a passion for innovating around the built world. Most recently CEO of Raise, she aimed to revolutionize childcare for the future of work. Previously, she founded StealthForce, (the gig economy of real estate; a resource and project management platform for CRE), which was exited in early 2019. Prior to StealthForce, she was Deputy to the Head of Global Real Estate Asset Management at Partners Group AG ($40 billion AUM), and earlier employee 13 at The Gerson Lehrman Group, which was the world’s first institutional expert network. Ms. Sharma earned her Bachelor of Arts at Harvard and Master of Business Administration at Wharton, and spent over a decade in real estate development and investment. Ms. Sharma was selected to serve as a director due to her past leadership experience. 82 Number and Terms of Office of Officers and Directors HVII’s 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 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 voting at a general meeting. HVII may not hold an annual meeting of shareholders until after it consummates its initial business combination. In accordance with Nasdaq corporate governance requirements, HVII is not required to hold an annual meeting until one year after its first fiscal year end following its listing on Nasdaq. 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. HVII’s officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. 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. Director Independence Nasdaq 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. As of the date of this Report, HVII has determined that directors Mr. Allen, Mr. Bonner, Ms. Brunelle, Mr. Saade and Ms. Sharma are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. The audit committee of HVII is entirely composed of independent directors meeting Nasdaq’s additional requirements applicable to members of the audit committee. The independent directors of HVII have regularly scheduled meetings at which only independent directors are present. Committees of the Board of Directors HVII’s board of directors has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors. 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. Audit Committee HVII has established an audit committee of the board of directors. The members of HVII’s audit committee are Ms. Sharma, Mr. Bonner and Ms. Brunelle, with Ms. Sharma chairing the audit committee. Under Nasdaq listing standards and applicable SEC rules, HVII is required to have at least three members on the audit committee, all of whom must be independent. Each of Ms. Sharma, Mr. Bonner and Ms. Brunelle meets the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Each 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 expertise. 83 HVII has adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including: ● assisting 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; ● reviewing the appointment, compensation, retention, replacement and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by HVII; ● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by HVII, and establishing pre-approval policies and procedures; ● reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with HVII in order to evaluate their continued independence; ● setting clear hiring policies for employees or former employees of the independent registered public accounting firm; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; ● obtaining 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 by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting 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”; ● reviewing 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; and ● reviewing 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. Compensation Committee HVII has established a compensation committee of the board of directors. The members of HVII’s compensation committee are Mr. Bonner, Mr. Allen and Mr. Saade, with Mr. Bonner chairing the compensation committee. Under Nasdaq listing standards and applicable SEC rules, HVII is required to have at least two members on the compensation committee, all of whom must be independent. Each of Mr. Bonner, Mr. Allen and Mr. Saade are independent. 84 HVII has adopted a compensation committee charter, which details the purpose and responsibility of the compensation committee, including: ● reviewing 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; ● reviewing 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; ● reviewing HVII’s executive compensation policies and plans; ● implementing and administering HVII’s incentive compensation equity-based remuneration plans; ● assisting management in complying with HVII’s proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for HVII’s officers and service providers; ● producing a report on executive compensation to be included in HVII’s annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Director Nominations HVII does not have a standing nominating committee, though it intends to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Mr. Allen, Mr. Bonner, Ms. Brunelle, Mr. Saade and Ms. Sharma. In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, HVII does not have a nominating committee charter in place. HVII has not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. 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. Code of Ethics HVII has adopted a Code of Ethics applicable to its directors, officers and service providers. HVII has filed a copy of its Code of Ethics and its audit and compensation committee charters as exhibits to its registration statement on Form S-1 (File No. 333-283087) filed in connection with its initial public offering. 85 Investors may review these documents by accessing HVII’s public filings at the SEC’s website at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from HVII. HVII intends to disclose any amendments to or waivers of certain provisions of its Code of Ethics in a Current Report on Form 8-K. Insider Trading Policy HVII 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”). The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is filed with this Report as Exhibit 19.1 and is incorporated herein by reference. Item 11. Executive Compensation. Executive Officer and Director Compensation As 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 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 $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 liquidation. Each of Mr. Allen, Mr. Bonner, Ms. Brunelle and Mr. Saade received 25,000 founder shares for his or her service as a director and Ms. Sharma received 30,000 founder shares for her service as a director. 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. After 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. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. 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. HVII is not party to any agreements with its executive officers and directors that provide for benefits upon termination of providing services to it. 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 with any potential business combination. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The 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, by: ● each person known by HVII to be the beneficial owner of more than 5% of HVII’s outstanding ordinary shares; ● each of HVII’s executive officers and directors; and ● all of HVII’s executive officers and directors as a group. 86 Unless 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. Class A Ordinary Shares Class B Ordinary Shares Name and Address of Beneficial Owner (1) Number of Class A Ordinary Shares Beneficially Owned Percentage of Class A Ordinary Shares Number of Class B Ordinary Shares Beneficially Owned(2) Percentage of Class B Ordinary Shares HC VII Sponsor LLC (HVII’s sponsor)(3) 500,000 2 % 5,203,333 78 % Daniel J. Hennessy (3) 500,000 2 % 5,203,333 78 % Thomas D. Hennessy (3)(4) 500,000 2 % 5,953,333 89 % Nicholas Geeza — — 250,000 4 % Grant R. Allen (5) — — 25,000 * Brian Bonner (5) — — 25,000 * Anna Brunelle (5) — — 25,000 * Javier Saade (5) — — 25,000 * Poonam Sharma (5) — — 30,000 * All directors and executive officers and directors as a group (8 individuals) 500,000 2 % 6,333,333 100 % 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) 1,500,000 7.6 % — — Lighthouse Investment Partners, LLC(7) 1,280,840 6.74 % — — Linden Capital L.P. (8) 1,463,732 7.4 % — — AQR Capital Management, LLC (9) 1,059,589 5.38 % — — * Less than 1% (1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Hennessy Capital Investment Corp. VII, 195 US Hwy 50, Suite 207, Zephyr Cove, Nevada 89448. (2) Interests shown consist solely of Class B ordinary shares which are referred to herein as founder shares. 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. (3) HC VII Sponsor LLC is the record holder of the shares reported herein. Hennessy Capital Group LLC is the sole manager of HVII’s sponsor. Daniel J. 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. Consequently, each of Mr. Daniel Hennessy and Mr. 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. Each of Mr. Daniel Hennessy and Mr. Thomas Hennessy disclaims beneficial ownership over any securities owned by HVII’s sponsor in which he does not have any pecuniary interest. (4) Mr. Thomas D. Hennessy is the record holder of 750,000 of the Class B ordinary shares reported herein. (5) Does not include any shares indirectly owned by this individual as a result of his or her direct or indirect ownership interest in HVII’s sponsor. (6) This 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. 87 (7) 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”). Lighthouse 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. (8) This 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. Wong”, 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 GP. Linden Advisors and Mr. 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. (9) This 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 by AQR. 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. Item 13. Certain Relationships and Related Transactions, and Director Independence. Certain Relationships and Related Transactions On 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. On 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. The number of founder 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 to its independent directors. In January 2025, HVII’s sponsor transferred 750,000 founder shares to Thomas D. Hennessy, HVII’s President and Chief Operating Officer. HVII’s sponsor and the underwriters purchased an aggregate of 690,000 private placement units for a purchase price of $10.00 per private placement unit in the private placement, for a total of $6,900,000. 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. The private 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. If any of HVII’s officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to HVII if such entities reject the opportunity and 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. 88 HVII’s 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 reimbursed. 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. HVII’s 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. The loan 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. On January 21, 2025, HVII repaid the total outstanding balance of the note amounting to $109,994. Borrowings under the note are no longer available. HVII pays an amount equal to $25,000 per month to an affiliate of its sponsor for office space, utilities and secretarial and administrative support. Upon completion of HVII’s initial business combination or its liquidation, it will cease paying these monthly fees. Accordingly, 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. In 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 to HVII. 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. Except 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. After 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. HVII has entered into a registration rights agreement with respect to the founder shares, private placement units, private placement units that may be issued upon conversion of working capital loans (and any Class A ordinary shares underlying the private placement units and any Class A ordinary shares issuable upon conversion of the founder shares). Related Party Transactions Policy HVII has not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy. 89 HVII 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 SEC. 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. In 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. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without 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. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, officer or service provider. To 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. HVII 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, will be paid from funds held outside the trust account: ● repayment of an aggregate of up to $250,000 in loans made to HVII by its sponsor to cover offering-related and organizational expenses; ● payment 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; ● payment 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; ● repayment 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 been executed with respect thereto. Up to $2.5 million of such loans may be convertible into private placement units of the post-business combination entity at a price of $10.00 per private placement unit at the option of the lender; and ● payment 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. These payments may be made using funds that are not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to HVII in connection therewith. 90 Director Independence Nasdaq 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. As of the date of this Report, HVII has determined that directors Mr. Allen, Mr. Bonner, Ms. Brunelle, Mr. Saade and Ms. Sharma are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. The audit committee of HVII is entirely composed of independent directors meeting Nasdaq’s additional requirements applicable to members of the audit committee. The independent directors of HVII have regularly scheduled meetings at which only independent directors are present. Item 14 . Principal Accountant Fees and Services. The 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. Audit Fees . 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 Fees . 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. Tax Fees . 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. All Other Fees . 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. Pre-Approval Policy HVII’s 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. Since the formation of the audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for HVII by its auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 91 PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this Report: (1) Financial Statements See Index to Financial Statements, which appears on page F-1 below. The financial statements listed in the accompanying Index to Financial Statements are filed herewith in response to this Item. (2) Financial Statements Schedule None. (3) Exhibits HVII hereby files as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov. EXHIBIT INDEX Exhibit No. Description 1.1 Underwriting Agreement, dated January 16, 2025, by and between Hennessy Capital Investment Corp. VII and Cohen & Company Capital Markets, a Division of J.V.B. 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). 2.1 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). 3.1 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). 3.2 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). 4.1 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). 4.2 Description of Securities (incorporated by reference to Exhibit 4.2 to Company’s Form 10-K filed with the SEC on March 31, 2025). 10.1 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). 10.2 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). 10.3 Registration Rights Agreement, dated January 16, 2025, by and among Hennessy Capital Investment Corp. VII, HC VII Sponsor LLC, Cohen & Company Capital Markets, a division of J.V.B. 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). 10.4 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). 10.5 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). 10.6 Private Placement Units Purchase Agreement, dated January 16, 2025, 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 Form 8-K, filed with the SEC on January 21, 2025). 10.7 Private Placement Units Purchase Agreement, dated January 16, 2025, by and among Hennessy Capital Investment Corp. VII, Cohen & Company Capital Markets, a division of J.V.B. 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). 92 10.8 Form of Indemnity Agreement, dated January 16, 2025, by and between Hennessy Capital Investment Corp. VII and each of the officers and directors of Hennessy Capital Investment Corp. 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). 10.9 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). 10.10 Promissory 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). 10.11 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). 10.12 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). 10.13 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). 14.1 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). 19.1 Insider Trading Policy (incorporated by reference to Exhibit 19.1 to Company’s Form 10-K filed with the SEC on March 31, 2025). 21.1 Subsidiaries of Hennessy Capital Investment Corp. VII (incorporated by reference to Exhibit 21.1 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). 31.1* 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. 31.2* Certification of the Chief Financial 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. 32.1** Certification Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. 32.2** Certification Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. 97.1 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). 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema. 101.CAL* Inline XBRL Taxonomy Calculation Linkbase. 101.LAB* Inline XBRL Taxonomy Label Document. 101.PRE* Inline XBRL Definition Linkbase Document. 101.DEF* Inline XBRL Definition Linkbase Document. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith ** Furnished herewith Item 16. Form 10-K Summary. Not applicable. 93 HENNESSY CAPITAL INVESTMENT CORP. VII INDEX TO FINANCIAL STATEMENTS Consolidated Financial Statements of Hennessy Capital Investment Corp. VII: Page Report of Independent Registered Public Accounting Firm PCAOB ID Number 100 F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the Year Ended December 31, 2025 and for the Period from September 27, 2024 (Inception) through December 31, 2024 F-4 Consolidated 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 F-5 Consolidated Statements of Cash Flows for the Year Ended December 31, 2025 and for the Period from September 27, 2024 (Inception) through December 31, 2024 F-6 Notes to Consolidated Financial Statements F-7 to F-17 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Hennessy Capital Investment Corp. VII: Opinion on the Financial Statements 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. Going Concern The 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. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. 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. We 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. The Company 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. 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 risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. 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 our opinion. /s/ WithumSmith+Brown, PC We have served as the Company’s auditor since 2024. New York, New York March 6, 2026 PCAOB Number 100 F- 2 HENNESSY CAPITAL INVESTMENT CORP. VII CONSOLIDATED BALANCE SHEETS December 31, 2025 December 31, 2024 Assets Current assets Cash $ 984,245 $ 20,005 Note receivable 300,000 — Prepaid expenses 18,021 20,829 Short-term prepaid insurance 24,063 — Total current assets 1,326,329 40,834 Deferred offering costs — 952,432 Cash held in Trust Account 196,958,306 — Total Assets $ 198,284,635 $ 993,266 Liabilities and Shareholders’ Deficit Current liabilities Accounts payable and accrued expenses $ 226,953 $ 33,366 Accrued offering costs 100,000 456,062 Promissory note – related party — 76,790 Total current liabilities 326,953 566,218 Deferred legal fees 2,450,000 450,000 Deferred underwriting fee payable 7,600,000 — Total Liabilities 10,376,953 1,016,218 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 196,958,306 — Shareholders’ Deficit Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at December 31, 2025 and 2024 — — Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; 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 69 — Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 6,333,333 and 6,708,333 shares issued and outstanding (1)(2) at December 31, 2025 and 2024, respectively 633 671 Ordinary shares, value 633 671 Additional paid-in capital — 24,329 Accumulated deficit ( 9,051,326 ) ( 47,952 ) Total Shareholders’ Deficit ( 9,050,624 ) ( 22,952 ) Total Liabilities and Shareholders’ Deficit $ 198,284,635 $ 993,266 (1) As 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 Units. (2) On 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 (Note 7). All share and per share data have been retrospectively presented. The accompanying notes are an integral part of the consolidated financial statements. F- 3 HENNESSY CAPITAL INVESTMENT CORP. VII CONSOLIDATED STATEMENTS OF OPERATIONS For the Year Ended December 31, For the Period from September 27, 2024 (Inception) Through December 31, 2025 2024 General and administrative costs $ 3,656,556 $ 47,952 Loss from operations ( 3,656,556 ) ( 47,952 ) Other income: Interest earned on cash equivalents 50,950 — Interest earned on cash held in Trust Account 7,293,022 — Total other income 7,343,972 — Net income (loss) $ 3,687,416 $ ( 47,952 ) Weighted average shares outstanding of redeemable Class A ordinary shares, basic and diluted 17,906,849 — Basic and diluted net income per ordinary share, Class A ordinary shares $ 0.15 $ — Weighted average shares outstanding of non-redeemable Class A ordinary shares, basic and diluted 650,301 — Basic and diluted net income per ordinary share, non-redeemable Class A ordinary shares $ 0.15 $ — Weighted average shares outstanding, Class B ordinary shares, basic and diluted 6,304,566 5,833,333 Basic and diluted net income (loss) per ordinary share, Class B ordinary shares $ 0.15 $ ( 0.01 ) The accompanying notes are an integral part of the consolidated financial statements. F- 4 HENNESSY CAPITAL INVESTMENT CORP. VII CONSOLIDATED 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 Shares Amount Shares Amount Capital Deficit Deficit Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance — September 27, 2024 (inception) — $ — — $ — $ — $ — $ — Class B ordinary shares issued to Sponsor — — 6,708,333 671 24,329 — 25,000 Net loss — — — — — ( 47,952 ) ( 47,952 ) Balance — December 31, 2024 — — 6,708,333 671 24,329 ( 47,952 ) ( 22,952 ) Balance — — 6,708,333 671 24,329 ( 47,952 ) ( 22,952 ) Sale of 690,000 Private Placement Units 690,000 69 — — 6,899,931 — 6,900,000 Fair value of public Share Rights at issuance — — — — 1,577,000 — 1,577,000 Allocated value of transaction costs to Class A ordinary shares — — — — ( 148,727 ) — ( 148,727 ) Forfeiture of founder shares — — ( 375,000 ) ( 38 ) 38 — — Accretion for Class A ordinary shares to redemption amount — — — — ( 8,352,571 ) ( 12,690,790 ) ( 21,043,361 ) Net income — — — — — 3,687,416 3,687,416 Balance – December 31, 2025 690,000 $ 69 6,333,333 $ 633 $ — $ ( 9,051,326 ) $ ( 9,050,624 ) Balance 690,000 $ 69 6,333,333 $ 633 $ — $ ( 9,051,326 ) $ ( 9,050,624 ) The accompanying notes are an integral part of the consolidated financial statements. F- 5 HENNESSY CAPITAL INVESTMENT CORP. VII CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 31, For the Period from September 27, 2024 (Inception) Through December 31, 2025 2024 Cash flows from operating activities: Net income (loss) $ 3,687,416 $ ( 47,952 ) 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 ( 300,000 ) — Prepaid expenses 2,808 ( 20,829 ) Prepaid insurance ( 24,063 ) — Accounts payable and accrued expenses 193,587 33,366 Deferred legal fees 1,850,000 — Net cash used in operating activities ( 1,883,274 ) ( 35,415 ) Cash flows from investing activities: Investment of cash into Trust Account ( 190,000,000 ) — Cash withdrawn from Trust Account for working capital purposes 334,716 — Net cash used in investing activities ( 189,665,284 ) — Cash flows from financing activities: Proceeds from issuance of founder shares — 25,000 Proceeds from sale of Units, net of underwriting discounts paid 186,200,000 — Proceeds from sale of Private Placement Units 6,900,000 — Proceeds from promissory note - related party 33,203 76,790 Repayment of promissory note - related party ( 109,993 ) — Payment of deferred offering costs ( 510,412 ) ( 46,370 ) Net cash provided by financing activities 192,512,798 55,420 Net change in cash 964,240 20,005 Cash, beginning of the period 20,005 — Cash, end of the period $ 984,245 $ 20,005 Noncash investing and financing activities: Offering costs included in accrued offering costs $ 100,000 $ — Deferred offering costs included in deferred legal fees $ 150,000 $ 450,000 Deferred offering costs included in accrued offering costs $ — $ 456,062 Deferred underwriting fee payable $ 7,600,000 $ — Forfeiture of founder shares $ 38 $ — The accompanying notes are an integral part of the consolidated financial statements. F- 6 HENNESSY CAPITAL INVESTMENT CORP. VII NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 1 —  ORGANIZATION AND BUSINESS OPERATIONS Hennessy 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 “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”). As of December 31, 2025, the Company had not commenced any operations. All activity for the period from September 27, 2024 (inception) through 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 Offering. The 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 $ 190,000,000 , which is described in Note 3. 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”). 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 , 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”): Cohen & Company Capital Markets, a division of J.V.B Financial Group, LLC ( 133,000 ); Clear Street LLC ( 28,500 ); and Loop Capital Markets LLC ( 28,500 ). The Private Placement Units are identical to the Units sold in the Initial Public Offering, except that (i) the Private Placement Units (and the Class A ordinary 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). Transaction 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. The 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 an Initial Business Combination (less deferred underwriting commissions). The 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 Combination. 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. F- 7 HENNESSY CAPITAL INVESTMENT CORP. VII NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 Following 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 (the “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. government treasury obligations 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, and/or (ii) deposited in an interest-bearing demand deposit account at a U.S.-chartered commercial bank with consolidated assets of $ 50 billion or more. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, 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 Company’s Initial Business Combination or liquidation of the Company. 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 activity. 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. The 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. The decision as to whether the Company will seek shareholder approval of a proposed Initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be 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 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. The 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.” F- 8 HENNESSY CAPITAL INVESTMENT CORP. VII NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 The Company will have only the duration of the Completion Window to complete the Initial Business Combination. However, if the Company is 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 amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less the amount of permitted withdrawals and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will 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. The 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; (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 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 from the Trust Account with respect to their founder shares and private placement shares if the Company fails to complete the Initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the Initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares or private placement shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated 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 Initial Business Combination) in favor of the Initial Business Combination. The 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. Liquidity and Going Concern As 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. The 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. F- 9 HENNESSY CAPITAL INVESTMENT CORP. VII NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 2 —  SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The 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”). Principles of Consolidation The 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. Emerging Growth Company The 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 to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies 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 or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 984,245 and $ 20,005 in cash and had no cash equivalents as of December 31, 2025 and 2024, respectively. Cash Held in Trust Account Following 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 in U.S. 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 of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . 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. F- 10 HENNESSY CAPITAL INVESTMENT CORP. VII NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 Deferred Offering Costs The 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 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 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. Fair Value of Financial Instrument s The 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. Income Taxes The 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. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. 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. The 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 periods presented. Share Rights The 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 values. Class A Ordinary Shares Subject to Possible Redemption The 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 Less: Proceeds allocated to share rights ( 1,577,000 ) Class A ordinary shares issuance costs ( 12,508,055 ) Plus: Remeasurement of carrying value to redemption value 21,043,361 Class A ordinary shares subject to possible redemption, December 31, 2025 $ 196,958,306 F- 11 HENNESSY CAPITAL INVESTMENT CORP. VII NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 Net Income (Loss) per Ordinary Share Net 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. The 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 Class A Class A Class B Class A Class A Class B For the Year Ended December 31, 2025 For the Period from September 27, 2024 (Inception) Through December 31, 2024 Non- Redeemable Redeemable Non- Redeemable Redeemable Class A Class A Class B Class A Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 96,451 $ 2,655,891 $ 935,074 $ — $ — $ ( 47,952 ) Denominator: Basic and diluted weighted average shares outstanding 650,301 17,906,849 6,304,566 — — 5,833,333 Basic and diluted net income (loss) per ordinary share $ 0.15 $ 0.15 $ 0.15 $ — $ — $ ( 0.01 ) Share-Based Compensation The 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. 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 consolidated statements of operations. Recent Accounting Standards Management 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. NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, on January 21, 2025, the Company sold 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 a purchase price of $ 10.00 per Unit. Each Unit consists of one Class A ordinary share and one Share Right entitling the holder thereof to receive one-twelfth (1/12) of one Class A ordinary share upon the consummation of an Initial Business Combination. F- 12 HENNESSY CAPITAL INVESTMENT CORP. VII NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and the Underwriters purchased an aggregate of 690,000 Private Placement Units, each Private Placement Unit consisting of one Class A ordinary share and one Share Right to receive one-twelfth (1/12) of one Class A ordinary share upon the consummation of an Initial Business Combination , at a price of $ 10.00 per Private Placement Unit, or $ 6,900,000 in the aggregate, in a private placement. 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 ). The 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). The 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 connection with the completion of the Initial Business Combination; (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 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 from the Trust Account with respect to their founder shares and private placement shares if the Company fails to complete the Initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the Initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares or private placement shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares 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 Initial Business Combination) in favor of the Initial Business Combination. NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On October 8, 2024, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.004 per share, for which the Company issued 5,750,000 founder shares to the Sponsor. On January 10, 2025, the Company issued an additional 958,333 founder shares (up to 125,000 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 exercised). All share and per share data have been retrospectively presented. On January 21, 2025, the Underwriters partially exercised their over-allotment option and forfeited the unexercised balance. As a result of the partial exercise and the subsequent forfeiture of the over-allotment option by the Underwriters, 500,000 founder shares are no longer subject to forfeiture and 375,000 founder shares were forfeited, resulting in the Sponsor (after giving effect to the founder share transfers described below) holding 5,203,333 founder shares. On 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 per share, or $ 1,000 and $ 3,000 , respectively, due to the Sponsor. On December 19, 2024, the Sponsor transferred an aggregate of 130,000 founder shares to its independent directors, for total consideration of $ 0.004 per share, or $ 520 , due to the Sponsor. The founder shares are automatically forfeited back to the Sponsor if the holder of such founder shares is no longer providing services to the Company prior 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”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 1,130,000 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). Compensation expense related to the founder shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. F- 13 HENNESSY CAPITAL INVESTMENT CORP. VII NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 The 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 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”). Promissory Note — Related Party The 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. During the year ended December 31, 2024, the Company had borrowed $ 76,790 under the Promissory Note. On January 21, 2025, the Company repaid the total outstanding balance of the Promissory Note amounting to $ 109,994 . 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. Working Capital Loans In 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. In the event that an Initial Business Combination does not close, the Company may use a portion of the working capital held outside the 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 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 outstanding. Administrative Services Agreement and Payments to Officer and Consultants The 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. The 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. F- 14 HENNESSY CAPITAL INVESTMENT CORP. VII NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties The 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, 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. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any 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 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. Registration Rights The 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. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the Initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 2,625,000 Units to cover over-allotments, if any. 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. The Underwriters were entitled to a cash underwriting discount of $ 0.20 per Unit, or $ 3,800,000 in the aggregate, paid to the Underwriters in cash at the closing of the Initial Public Offering. Additionally, the Underwriters are entitled to a deferred underwriting discount of up to $ 0.40 per Unit, or up to $ 7,600,000 in the aggregate (subject to reduction based on the funds remaining in the Trust Account after giving effect to the public shares that are redeemed in connection with 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 have been met. The deferred underwriting discount will become payable to the Underwriters from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination. F- 15 Deferred Legal Fees As 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 2024. Merger Agreement On 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.” Pursuant 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 “ONEN.” The 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. The 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 the Closing; (v) no Purchaser Material Adverse Effect or Company Material Adverse Effect (each as defined in the Business Combination Agreement) will have occurred since the date of the Business Combination Agreement that is continuing; and (vi) the Domestication will have been completed. There is no minimum cash condition or financing condition to Closing. For 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. Note Receivable On 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. NOTE 7 — SHAREHOLDERS’ DEFICIT Preference Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 each. As of December 31, 2025 and 2024, there were no preference shares issued or outstanding. Class 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 each. 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. Class 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 each. On October 8, 2024, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.004 per share, for which the Company issued 5,750,000 founder shares to the Sponsor. 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 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 exercised). 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. F- 16 HENNESSY CAPITAL INVESTMENT CORP. VII NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 The 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 subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the Initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25% of the sum of (i) the total 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 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. Holders 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. Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, 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. There is 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. Prior to the consummation of the Initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of the Initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company. Share 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 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. NOTE 8 —  FAIR VALUE MEASUREMENTS The 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 liabilities: Level 1: 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. Level 2: 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. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. F- 17 HENNESSY CAPITAL INVESTMENT CORP. VII NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 The 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 $ 9.91 Pre-adjusted value per share right $ 0.83 Market adjustment (1) 10.0 % Fair value per share right $ 0.083 Fair value per share right $ 0.083 (1) Market 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. NOTE 9 —  SEGMENT REPORTING ASC 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. Operating segments are defined as components of an enterprise 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 chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance. The 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. Accordingly, management has determined that there is only one reportable segment. The 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: SCHEDULE OF SEGMENT December 31, 2025 December 31, 2024 Cash $ 984,245 $ 20,005 Cash held in Trust Account $ 196,958,306 $ — For the Year Ended December 31, 2025 For the Period from September 27, 2024 (Inception) Through December 31, 2024 General and administrative costs $ 3,656,556 $ 47,952 Interest earned on cash held in Trust Account $ 7,293,022 $ — The 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. General and administrative costs, as reported on the consolidated statements of operations, are the significant segment expenses provided to the CODM on a regular basis. All other segment items included in net income or loss are reported on the consolidated statements of operations and described within their respective disclosures. NOTE 10 —  SUBSEQUENT EVENTS The 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. F- 18 SIGNATURES Pursuant 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 on its behalf by the undersigned, thereunto duly authorized. Date: March 6, 2026 HENNESSY CAPITAL INVESTMENT CORP. VII By: /s/ Daniel J. Hennessy Name: Daniel J. Hennessy Title: Chairman of the Board of Directors and Chief Executive Officer ( Principal Executive Officer ) Pursuant 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. Name Position Date /s/ Daniel J. Hennessy Chairman of the Board of Directors and Chief Executive Officer March 6, 2026 Daniel J. Hennessy (Principal Executive Officer ) /s/ Thomas D. Hennessy President and Chief Operating Officer and March 6, 2026 Thomas D. Hennessy Director /s/ Nicholas Geeza Executive Vice President, Chief Financial Officer and Secretary March 6, 2026 Nicholas Geeza ( Principal Financial and Accounting Officer ) /s/ Grant R. Allen Director March 6, 2026 Grant R. Allen /s/ Brian Bonner Director March 6, 2026 Brian Bonner /s/ Anna Brunelle Director March 6, 2026 Anna Brunelle /s/ Javier Saade Director March 6, 2026 Javier Saade /s/ Poonam Sharma Director March 6, 2026 Poonam Sharma 94