Hennessy Capital Investment Corp. VII 10-K

Item 1. Business. Overview HVII is a newly organized special purpose acquisition company (a “SPAC”) incorporated as a Cayman Islands exempted company on September 27, 2024 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which is referred to throughout this Report as its initial business combination. The registration statement for HVII’s initial public offering became effective on January 16, 2025. On January 21, 2025, HVII consummated its initial public offering of 19,000,000 units, which included 1.5 million units sold pursuant to the partial exercise of the underwriters’ over-allotment option, generating gross proceeds of $190.0 million, and incurring offering costs of approximately $12.6 million, inclusive of $7,600,000 in deferred underwriting commissions. Substantially concurrently with the closing of HVII’s initial public offering, HVII consummated the private placement of 690,000 private placement units at a price of $10.00 per private placement unit to its sponsor and the underwriters, generating gross proceeds of $6,900,000. Of the 690,000 private placement units, 500,000 private placement units were purchased by the sponsor and 190,000 private placement units were purchased by the underwriters. Upon the closing of HVII’s initial public offering and the concurrent private placement, $190,000,000 ($10.00 per public share) of the net proceeds of the initial public offering and certain of the proceeds of the private placement were placed in a trust account located in the United States and 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 deposited in an interest-bearing demand deposit account at a U.S.-chartered commercial bank with consolidated assets of $50 billion or more. Except with respect to permitted withdrawals, the proceeds from the initial public and the sale of the private placement units will not be released from the trust account until the earliest of (i) the completion of HVII’s initial business combination and (ii) the distribution of the funds in the trust account as described below. On January 30, 2025, HVII announced that, commencing February 6, 2025, holders of the units sold in its initial public offering may elect to separately trade the Class A ordinary shares and the share rights included in the units. Those units not separated continued to trade on the Nasdaq Global Market under the symbol “HVIIU” and HVII’s Class A ordinary shares and the share rights that were separated trade under the symbols “HVII” and “HVIIR,” respectively. While HVII may pursue an acquisition opportunity in any business, industry, sector or geographical location, HVII intends to focus on industries that complement its management team’s background, and to capitalize on the ability of its management team to identify and acquire a business, focusing on the industrial technology and energy transition sectors. HVII is seeking to acquire one or more businesses with an expected aggregate enterprise value of $500 million or greater. HVII’s Sponsor HVII’s sponsor is a Nevada limited liability company formed for the purpose of serving as HVII’s sponsor in connection with its search for an initial business combination. The roles and responsibilities of HVII’s sponsor and its affiliates are to initiate HVII’s formation through an initial public offering, to identify, acquire and operate one or more businesses, and to hold security interests in HVII. The following entities and individuals have a direct or indirect material interest in the sponsor: i. Hennessy Capital Group, LLC, a Delaware limited liability company (“HCG”) has a direct material interest in HVII’s sponsor as its sole managing member; ii. Daniel J. Hennessy has an indirect material interest in HVII’s sponsor as a managing member and majority equity owner of HCG; and iii. Thomas D. Hennessy has an indirect material interest in HVII’s sponsor as a managing member and minority equity owner of HCG. Since 2014, HVII’s management team has announced, completed or otherwise served as an advisor to 13 different business combinations with early- to late-stage industrial products and services companies, industrial technology and energy transition companies on six continents. HVII’s management team is one of the most experienced SPAC sponsors and is a leader in the SPAC asset class. Below are experiences HVII’s sponsor, its affiliates, and any of its promoters and HVII’s management have had in organizing SPACs and other SPACs in which HVII’s sponsor, its affiliates and any of its promoters, and HVII’s management are involved, along with certain other information: ● Hennessy I (2014) : SPAC (Hennessy Capital Acquisition Corp. (“Hennessy I”)), Target (Blue Bird Corp. (“Blue Bird”)). Hennessy I’s initial public offering closed January 16, 2014, at approximately $115 million. There was no extension of the SPAC term and there were approximately 64.8% redemptions in connection with the business combination. Hennessy I’s business combination with School Bus Holdings, Inc. to form Blue Bird closed on February 24, 2015. Shares of Blue Bird common stock trade on the Nasdaq Stock Market under the symbol “BLBD”, and the price of the common stock has ranged from $7.14 to $59.40 following the consummation of the business combination, with a closing price of $35.14 on February 28, 2025; ● Hennessy II (2015) : SPAC (Hennessy Capital Acquisition Corp. II (“Hennessy II”)), Target (Daseke, Inc. (“Daseke”)). Hennessy II’s initial public offering closed July 22, 2015, at approximately $200 million. There was no extension of the SPAC term and there were approximately 58.1% redemptions in connection with the business combination. Hennessy II’s business combination with Daseke, Inc. closed on February 27, 2017. Shares of Daseke common stock traded on the Nasdaq Stock Market under the symbol “DSKE”, and the price of the common stock has ranged from $0.86 to $14.47 following the consummation of the business combination. Daseke was acquired by TFI International (NYSE and TSX: TFII) on April 3, 2024 for $8.30 per share; 1 ● Hennessy III (2017) : SPAC (Hennessy Capital Acquisition Corp. III (“Hennessy III”)), Target (NRC Group Holdings Corp. (“NRC Group”)). Hennessy III’s initial public offering closed June 22, 2017, at approximately $258 million. There was no extension of the SPAC term and there were approximately 81.6% redemptions in connection with the business combination. Hennessy III’s business combination with NRC Group closed on October 17, 2018. Prior to its acquisition by US Ecology, Inc., shares of NRC Group common stock traded on the NYSE American under the symbol “NRCG”, and the price of the common stock ranged from $6.65 to $13.00 following the consummation of the business combination. NRC Group was acquired by US Ecology, Inc. on November 1, 2019, for $12.16 per share; ● Hennessy IV (2019) : SPAC (Hennessy Capital Acquisition Corp. IV (“Hennessy IV”)), Target (Canoo Inc. (“Canoo”)). Hennessy IV’s initial public offering closed February 28, 2019, at approximately $303 million. The SPAC term was extended and there were approximately 0.8% redemptions in connection with the extension and no redemptions in connection with the business combination. Hennessy IV’s business combination with Canoo closed on December 21, 2020. Shares of Canoo common stock traded on the Nasdaq Stock Market under the symbol “GOEV”, and the price of the common stock, after giving effect to its reverse stock splits, ranged from $1.12 to $11,453.60 following the consummation of the business combination, with a closing price of $1.35 on January 17, 2025, the date on which Canoo filed for bankruptcy; ● Hennessy V (2021) : SPAC (Hennessy Capital Investment Corp. V (“Hennessy V”)). Hennessy V’s initial public offering closed September 28, 2021. Hennessy V was liquidated in December 2022. ● two (2021) (members of HVII’s management team acquired the SPAC sponsor) : SPAC (two (“two”)), Target (Logistics Properties of the Americas (“Logistics”)). Two’s initial public offering closed March 30, 2021, at approximately $200 million. The SPAC term was extended twice and there were approximately 76.7% and 16.2% redemptions, respectively, in connection with extensions and approximately 97.5% in connection with the business combination. two’s business combination with Logistics closed on March 27, 2024. Shares of Logistics common stock trade on the NYSE American under the symbol “LPA”, and the price of the common stock, after giving effect to its stock split, has ranged from $5.59 to $525.00 following the consummation of the business combination, with a closing price of $9.70 on February 28, 2025; ● PropTech I (2019) : SPAC (PropTech Acquisition Corp (“PropTech I”)), Target (Porch Group, Inc. (“Porch”)). PropTech I’s initial public offering closed November 21, 2019, at approximately $173 million. There was no extension of the SPAC term and there were approximately 0.00002% redemptions in connection with the business combination. PropTech I’s business combination with Porch closed on December 23, 2020. Shares of Porch common stock trade on the Nasdaq Stock Market under the symbol “PRCH”, and the price of the common stock has ranged from $0.50 to $27.50 following the consummation of the business combination, with a closing price of $6.99 on February 28, 2025; ● PropTech II (2020) : SPAC (PropTech Investment Corporation II (“PropTech II”)), Target (Appreciate Holdings, Inc. (“Appreciate”)). PropTech II’s initial public offering closed December 3, 2020, at approximately $230 million. There was no extension of the SPAC term and there were approximately 56.8% redemptions in connection with the business combination. PropTech II’s business combination with Appreciate closed on November 29, 2022. Shares of Appreciate common stock traded on the Nasdaq Stock Market under the symbol “SFRT” until November 30, 2023, and the price of the common stock ranged from $0.0001 to $13.40 following the consummation of the business combination; ● 7GC (2020) : SPAC (7GC & Co. Holdings Inc. (“7GC”)), Target (Banzai International, Inc. (“Banzai”)). 7GC’s initial public offering closed December 22, 2020, at approximately $230 million. The SPAC term was extended twice and there were approximately 77.9% and 34.4% redemptions, respectively, in connection with extensions and approximately 99.3% in connection with the business combination. 7GC’s business combination with Banzai closed on December 14, 2023. Shares of Banzai common stock trade on the Nasdaq Stock Market under the symbol “BNZI”, and the price of the common stock, after giving effect to its stock split, has ranged from $0.73 to $828.50 following the consummation of the business combination, with a closing price of $1.44 on February 28, 2025; 2 ● Hennessy VI (2021) : SPAC (Hennessy Capital Investment Corp. VI (“Hennessy VI”)), Target (Namib Minerals (“Namib”)). Hennessy VI’s initial public offering closed September 28, 2021, at approximately $341 million. The SPAC term was extended three times and there were approximately 24.3%, 79.6% and 37.8% redemptions, respectively, in connection with extensions. Hennessy VI and Namib executed a business combination agreement on June 17, 2024, and it is expected to close in the second quarter of 2025; ● Compass Digital (2021) (members of HVII’s management team acquired the SPAC sponsor) : SPAC (Compass Digital Acquisition Corp. (“Compass Digital”)), Target (EEW Renewables Ltd (“EEW”)). Compass Digital’s initial public offering closed October 14, 2021, at approximately $212 million. The SPAC term was extended twice and there were approximately 76% and 52% redemptions, respectively, in connection with extensions. Compass Digital and EEW executed a definitive merger agreement on September 6, 2024; ● Jaguar Global (2022) : SPAC (Jaguar Global Growth Corporation I (“Jaguar Global”)), Target (Captivision Inc. (“Captivision”)). Jaguar Global’s initial public offering closed February 11, 2022, at approximately $235 million. The SPAC term was extended and there were approximately 56% redemptions in connection with extensions and approximately 99.6% in connection with the business combination. Jaguar Global’s business combination with Captivision closed on November 15, 2023. Shares of Captivision common stock trade on the Nasdaq Stock Market under the symbol “CAPT”, and the price of the common stock has ranged from $0.37 to $7.92 following the consummation of the business combination, with a closing price of $0.56 on February 28, 2025; ● Twin Ridge (2021) (members of HVII’s management team advised Twin Ridge and were equityholders in the SPAC sponsor) : SPAC (Twin Ridge Capital Acquisition Corp. (“Twin Ridge”)), Target (Carbon Revolution Public Limited Company (“Carbon Revolution”)). Twin Ridge’s initial public offering closed March 3, 2021, at approximately $213 million. The SPAC term was extended and there were approximately 70.6% redemptions in connection with the extension and 99.7% redemptions in connection with the business combination. Twin Ridge’s business combination with Carbon Revolution closed on November 3, 2023. Shares of Carbon Revolution common stock trade on the Nasdaq Stock Market under the symbol “CREV”, and the price of the common stock has ranged from $2.00 to $197.99 following the consummation of the business combination, with a closing price of $3.16 on February 28, 2025; and ● Learn CW (2021) (members of HVII’s management team advised Learn CW and were equityholders in the SPAC sponsor) : SPAC (Learn CW Investment Corporation (“LCW”)), Target (Innventure, Inc. (“Innventure”)). LCW’s initial public offering closed October 7, 2021, at approximately $200 million. The SPAC term was extended and there were approximately 59.4% redemptions in connection with extensions and approximately 89.0% in connection with the business combination. LCW’s business combination with Innventure closed on October 2, 2024. Shares of LCW common stock trade on the Nasdaq Stock Market under the symbol “INV”, and the price of the common stock has ranged from $6.57 to $18.75 following the consummation of the business combination, with a closing price of $8.70 on February 28, 2025. Competitive Strengths Experienced SPAC Management Team with Business Combination Success The team is led by Daniel J. Hennessy, HVII’s Chairman and CEO, who is one of the longest-tenured and most experienced SPAC sponsor executives. In September 2013, Mr. Hennessy became Chairman of the Board and Chief Executive Officer of Hennessy Capital Acquisition Corp., or Hennessy I, which merged with School Bus Holdings Inc., or SBH, in February 2015 and is now known as Blue Bird Corporation (NASDAQ: BLBD), and previously served as Vice Chairman of the Board of Blue Bird Corporation from February 2015 to April 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 with Daseke in February 2017 and was subsequently acquired by TFI International (NYSE and TSX: TFII), and previously served as Vice Chairman of the Board of Daseke from February 2017 to June 2021. 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. In November 2019, NRC Group Holdings Corp. merged with U.S. Ecology, Inc. at an attractive premium to the then current stock price. From March 2019 to December 2020, Mr. Hennessy served as Chairman of the Board and CEO of Hennessy Capital Acquisition Corp. IV, or Hennessy IV, which in August 2020 entered into a definitive agreement for an initial business combination with Canoo Holdings Ltd that closed in December 2020 and is now known as Canoo Inc. (NASDAQ: GOEV). In October 2020, Mr. Hennessy founded Hennessy Capital Investment Corp. V (NASDAQ: HCIC), or Hennessy V, a SPAC incorporated for similar purposes as HVII, with a particular focus on sustainable industrial technology and infrastructure targets. In December 2021, Hennessy V liquidated. In January 2021, Mr. Hennessy founded Hennessy Capital Investment Corp. VI (NASDAQ: HCVI), or Hennessy VI, a SPAC incorporated for similar purposes as HVII, with a particular focus on industrial technology sectors. Hennessy VI announced the execution of a definitive merger agreement on June 17, 2024, with Namib Minerals, which is an established African gold producer with an attractive portfolio of mines in Zimbabwe supported by high-grade, low-cost production, extensive infrastructure and pro-mining government policy. Since September 2023, Mr. Hennessy has served as the Chairman of the Board of Directors of Compass Digital Acquisition Corp. (NASDAQ: CDAQ). Mr. Hennessy has also served as a director of Innventure, Inc. (NASDAQ: INV) since October 2024. 3 In addition, Thomas D. Hennessy, the son of Mr. Daniel J. Hennessy and HVII’s President and Chief Operating Officer and a director, has previously, amongst other roles, as director and/or officer, successfully executed the following SPAC business combinations: (i) two’s business combination with LatAm Logistic Properties, S.A. (NYSE: LPA) in March 2024; (ii) Jaguar Global Growth Corporation I’s business combination with Captivision Inc. (Nasdaq: CAPT) in November 2023; and (iii) PropTech Acquisition Corporation’s business combination with Porch Group, Inc. (Nasdaq: PRCH) in December 2020. Furthermore, Nicholas Geeza, HVII’s Executive Vice President, Chief Financial Officer and Secretary, currently serves as Executive Vice President, Chief Financial Officer and Secretary of Hennessy VI. He has served since April 2023 as Head of Business Development of Hennessy Capital Growth Strategies, an alternative investment company, since August 2023, as Chief Financial Officer of Compass Digital Acquisition Corp (NASDAQ: CDAQ), a SPAC, and since April 2024, as Chief Financial Officer of Global Technology Acquisition Corp. I, a SPAC that liquidated its trust account and delisted its securities from Nasdaq in October 2024. HVII believes potential sellers of target businesses will favorably view its management team’s credentialed experience of closing and advising on the completion or announcement of 13 business combinations with vehicles similar to HVII in considering whether or not to enter into a business combination with it. However, past performance by members of its management team is not a guarantee either (i) of success with respect to any business combination HVII may consummate or (ii) that HVII will be able to identify a suitable candidate for its initial business combination. Investors should not rely on the historical record of HVII’s management’s performance as indicative of its future performance. HVII believes its management team is well-positioned to take advantage of the growing set of acquisition opportunities focused on industrial technology solutions and energy transition opportunities in the United States and internationally, to create value for its shareholders and that its contacts and relationships, including owners of private and public companies, private equity funds, investment bankers, attorneys, accountants and business brokers, will allow it to generate attractive acquisition opportunities. The management team is led by Daniel J. Hennessy, who has over 30 years of experience in the private equity investment business and over 10 years of experience in the SPAC asset class. Seasoned Board of Directors with Relevant Industry Experience HVII has recruited and organized a group of seven highly accomplished and engaged directors who have public company governance, executive leadership, operations oversight and capital markets expertise. The board members have served as directors, chief executive officers, chief financial officers or in other executive and advisory capacities for numerous publicly-listed and privately-owned companies. The directors have extensive experience with acquisitions, divestitures and corporate strategy and possess relevant domain expertise in the sectors where HVII expects to source business combination targets including, but not limited to, industrial technology and energy transition. HVII’s believes that these directors’ collective expertise, contacts and relationships make HVII a highly competitive and desirable merger partner. The backgrounds of independent directors are highlighted below: ● Grant R. Allen is one of HVII’s independent directors. 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. 4 ● Brian Bonner is one of HVII’s independent directors. Mr. Bonner served on the Board of Directors of Daseke from February 2015 to April 2024, including roles as Executive Chairman (August 2019 until August 2020), Independent Chairman of the Board of Directors of Daseke (August 2020 until June 2022), Chair of the Compensation Committee of the Board of Directors of Daseke (January 2020 until July 2022) and the Audit and Compensation Committees of the Board of Directors of Daseke. 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 brings to HVII’s Board significant experience and insight in sales management; human capital management, organization and compensation; corporate oversight and governance; business performance; business scaling post-acquisition implementation/integration; information technology management and development; and cybersecurity and information technology systems. 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. ● Anna Brunelle is one of HVII’s independent directors. Ms. Brunelle has served as Chief Financial Officer of May Mobility, an autonomous driving company, since October 2023. Previously, Ms. Brunelle served as Chief Financial Officer of Ouster Inc. from August 2020 to May 2023, which completed a business combination with Colonnade Acquisition Corp., a SPAC, in March 2021, and subsequently merged with Velodyne Lidar, Inc. (previously NASDAQ: VLDR) in February 2023. HVII believes that having a member of the board of directors with experience as an executive officer of a SPAC business combination target is unique and will make HVII an attractive business combination partner to target businesses. Ms. Brunelle has over 20 years of experience in finance, accounting, investor relations, corporate and business development, as well as business operations and analytics. She previously served as Chief Financial Officer of Kinestral Technologies from April 2018 through May 2020 and Chief Financial Officer and Interim Chief Operating Officer of Soylent from March 2016 through October 2017. She has also served as Chief Financial Officer of GlobalLogic, Chief Financial Officer of Tivo, Inc., and Senior Consultant for Deloitte & Touche, LLP. Ms. Brunelle currently serves as a director of Compass Digital Acquisition Corp. (NASDAQ: CDAQ) and Bolt Threads, Inc. and previously served as a director of Halio International from March 2019 through May 2020. During her tenure in leadership positions, she has worked on successful IPOs of technology companies and completed multiple private and public acquisitions and divestitures. ● Javier Saade is one of HVII’s independent directors. Mr. Saade is Founder & Managing Partner of Impact Master Holdings, Venture Partner at Fenway Summer and Operating Partner at Presidio Investors. He also serves as Chairman of the Board of Directors of GP Funding, Inc. (private equity-owned financial services company), Chairman of the Board of Directors of The Only Agency (private equity-owned media & entertainment company), Member of the Board of Directors of VCheck Global Holdings (private equity-owned tech services company), Member of the Board of Trustees of Swedish Providence (a large health services enterprise), Member of the Board of Advisors of Harvard University’s Arthur Rock Center for Entrepreneurship, Executive Fellow at Harvard Business School, Lecturer at University of Washington’s Foster School of Business, CNBC Contributor and host of “Top Of The Game”. In the recent past, Javier served as Audit Committee Chair of the Board of Directors of SoftBank Vision Fund Investment Corp. (NASDAQ: SVFA), Lead Independent Director and Nominations & Governance Committee Chair of the Board of Directors of Porch Group, Inc. (NASDAQ: PRCH), Board Member of Global Technology Acquisition Corp. (NASDAQ: GTAC), Board Member of two inc. (NYSE: TWOA), 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. 5 ● Poonam Sharma is one of HVII’s independent directors. 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. Directors Mr. Allen, Mr. Bonner, Ms. Brunelle, Mr. Saade and Ms. Sharma received founders’ equity prior to the initial public offering of HVII, in line with equity received by outside directors for similar entities. All of HVII’s directors and officers are individual investors in HVII’s sponsor. Capital Markets Experience The HVII team believes it has substantial capital markets expertise, making HVII an attractive business combination partner to target businesses. As examples of this, at the time of HVII’s initial public offering, the HVII team had completed SPAC business combinations with a combined total enterprise value of $6.7 billion (at the time of the business combination), completed ten SPAC IPOs for a total of approximately $2.4 billion and raised over $900 million of PIPE and backstop capital to support its business combinations with footprints across six continents. Established Network of Third-Party Advisors HVII has utilized what its management team believes is an accomplished and proven network of third-party advisors and relationships to assist with target company origination and evaluation, due diligence and implementation of value creation programs and activities following its initial business combination. With respect to target identification, the HVII team has identified, in total, over 1,500 potential targets since 2014 for prior Hennessy SPACs. HVII’s origination activities are a core competency that it believes allows it to select value-maximizing opportunities for its shareholders, consistent with its investment strategy. Once a letter of intent is signed with a target, HVII’s team of advisors and consultants is activated, and comprehensive due diligence activities are undertaken and overseen by HVII, including a review of the target’s financial statements and model, IPO readiness, commercial and competitive analysis, operations and performance improvement, strategic growth opportunities, as well as customary legal and accounting due diligence. This network of advisors has supported HCG since inception in 2013 and is now highly familiar with the SPAC vehicle and HVII’s comprehensive due diligence process. HVII believes that its network of established third-party advisors and relationships represents an attractive and differentiated value proposition for investors, sellers, target companies and their management teams. The HVII management team identified and evaluated over 390 potential acquisition target companies and completed meaningful reviews of 115 potential acquisition targets. Investment Strategy HVII’s investment strategy is directed at industrial technology and energy transition targets of $500 million or greater in expected aggregate enterprise value and is informed and validated by its research and analysis and complemented by what it believes are favorable market conditions for the SPAC asset class. 6 HVII’s Acquisition Criteria HVII has identified the following general criteria and guidelines that it believes are important in evaluating prospective target businesses. HVII has used these criteria and guidelines in evaluating acquisition opportunities, but it may decide to enter into its initial business combination with a target business that does not meet these criteria and guidelines. ● $500 Million+ Target Business Size. HVII will seek to acquire one or more businesses with an expected aggregate enterprise value of $500 million or greater, determined at the sole discretion of its officers and directors according to reasonably accepted valuation standards and methodologies. ● Large Addressable Market. HVII will target companies that operate in large addressable markets within industrial technology and energy transition sectors. HVII believes its management team and its board are skilled in analyzing and evaluating companies in these markets based on their significant past SPAC execution, investing and operating experience. ● Scalable and Sustainable Growth Platform. HVII intends to focus on segments and businesses within its target sectors that are poised for scalable, sustainable growth due to shifting customer preferences in favor of products and technologies that enable improvements in automation, efficiency, safety and customer experience. ● Strong Competitive Positioning and Differentiated Technology. HVII plans to focus on attractive companies with distinct intellectual property and highly defensible, differentiated technology aimed at solving critical challenges in their areas of focus. Companies with unique and disruptive platforms and product offerings, including technology innovators, will be at the forefront of HVII’s evaluation process. HVII’s management team and its board have extensive operational, commercial and transactional experience with technology-driven companies in its target sectors, and HVII intends to use these skills to identify market leaders and category winners. ● Experienced Management Team. HVII will seek to acquire one or more businesses with a complete, experienced management team that provides a platform for HVII to further develop the acquired business’s management capabilities. HVII will seek to partner with a potential target’s management team and expects that the operating and financial abilities of its executive team and board will complement management’s capabilities. ● Partnership Approach. HVII will pursue a partnership approach to working with a management team that shares its strategic vision and believes HVII can help them achieve the full potential of their business. HVII’s management team and its board have a long history of founding and scaling businesses, and HVII will use its collective experience to help guide management teams of target businesses. ● Benefit from Being a Public Company. HVII intends to acquire one or more businesses that will benefit from being publicly traded and can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that HVII’s management may deem relevant. These criteria are substantially similar to the criteria set forth by Hennessy I, Hennessy II, Hennessy III, Hennessy IV, Hennessy V and Hennessy VI for their respective initial business combinations. All of the previously completed Hennessy Capital business combinations have met substantially all of the aforementioned criteria, with the exception of Hennessy I, which was targeting a smaller business combination. 7 Initial Business Combination HVII has up to 24 months from the closing of its initial public offering to consummate an initial business combination. HVII may hold a shareholder vote at any time to amend its amended and restated memorandum and articles of association to modify the amount of time it will have to consummate an initial business combination (as well as to modify the substance or timing of its obligation to redeem 100% of its public shares if it has not consummated an initial business combination within completion window or with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity), in which case its public shareholders will be offered an opportunity to redeem their public shares. HVII’s sponsor, executive officers and directors have agreed that they will not propose any such amendment unless HVII provides its public shareholders with the opportunity to redeem their public shares upon approval of any such amendment 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 (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations described herein. If HVII does not complete its initial business combination within the completion window, while it does not currently intend to seek shareholder approval to amend its amended and restated memorandum and articles of association to extend the amount of time it will have to consummate an initial business combination, it may elect to do so in the future. There is no limit on the number of extensions that HVII may seek. If HVII determines not to extend, or fails to obtain shareholder approval to extend, the time period to consummate its initial business combination, and the time to consummate its initial business combination expires, HVII’s sponsor’s investment in its founder shares and its private placement units will be worthless. If HVII does not complete its initial business combination within the completion window and does not hold a shareholder vote to amend its amended and restated memorandum and articles of association to extend the amount of time it has to consummate an initial business combination, HVII will (i) cease all operations except for the purpose of winding up, (ii) 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 (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of HVII’s remaining shareholders and its board of directors, liquidate and dissolve, subject, in each case, to HVII’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There is no limitation on HVII’s ability to raise funds privately or through loans in connection with its initial business combination. HVII’s amended and restated memorandum and articles of association requires the affirmative vote of a majority of its board of directors, which must include a majority of its independent directors, to approve its initial business combination (or such other vote as the applicable law or stock exchange rules then in effect may require). HVII does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if HVII’s estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, it may have insufficient funds available to operate its business prior to its initial business combination. Moreover, HVII may need to obtain additional financing either to complete its initial business combination or because it becomes obligated to redeem a significant number of its public shares upon completion of its initial business combination, in which case it may issue additional securities or incur debt in connection with such business combination. If HVII raises additional funds through equity or convertible debt issuances, its public shareholders may suffer significant dilution, and these securities could have rights that rank senior to its public shares. If HVII raises additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to its equity securities and could contain covenants that restrict its operations. Further, as described above, due to the anti-dilution rights of HVII’s founder shares, its public shareholders may incur material dilution. In addition, HVII intends to target businesses with enterprise values that are greater than it could acquire with the net proceeds of its initial public offering and the sale of the private placement units, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy redemptions by public shareholders, HVII may be required to seek additional financing to complete such proposed initial business combination. HVII may also obtain financing prior to the closing of its initial business combination to fund its working capital needs and transaction costs in connection with its search for and completion of its initial business combination. There is no limitation on HVII’s ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with its initial business combination, including pursuant to any backstop or similar agreements it may enter into following the consummation of its initial public offering or otherwise. Subject to compliance with applicable securities laws, HVII would only complete such financing simultaneously with the completion of its business combination. If HVII is unable to complete its initial business combination because it does not have sufficient funds available to it, it will be forced to cease operations and liquidate the trust account. In addition, following HVII’s initial business combination, if cash on hand is insufficient, it may need to obtain additional financing in order to meet its obligations. 8 Nasdaq rules require that HVII must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the trust account (excluding any deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of its agreement to enter into its initial business combination. If HVII’s securities are no longer listed on Nasdaq, it will not be obligated to satisfy such 80% test. HVII’s board of directors will make the determination as to the fair market value of its initial business combination. If HVII’s board of directors is not able to independently determine the fair market value of the target business or businesses, HVII will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent registered public accounting firm, with respect to the satisfaction of such criteria. While HVII considers it unlikely that its board of directors will not be able to make an independent determination of the fair market value of its initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of HVII’s independent directors. HVII anticipates structuring its initial business combination either (i) in such a way so that the post-transaction company in which its public shareholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses, or (ii) in such a way that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons. However, HVII will only complete an initial business combination if the post-transaction 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”). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, HVII’s shareholders prior to its initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and HVII in its initial business combination transaction. For example, HVII could pursue a transaction in which it issues a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, HVII would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, HVII’s shareholders immediately prior to its initial business combination could own less than a majority of its outstanding shares subsequent to its initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq’s 80% of net assets test. If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions, and HVII will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. HVII’s Business Combination Process In evaluating prospective business combinations, HVII expects to conduct a thorough due diligence review process that encompasses, among other things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable), on-site inspection of facilities and assets, discussion with customers and suppliers, legal reviews and other reviews as deemed appropriate. HVII’s management and directors utilize their expertise in analyzing companies in industrial technology sectors in evaluating operating projections, financial projections and determining the appropriate return expectations given the risk profile of the target business. 9 HVII is not prohibited from pursuing an initial business combination with a company that is affiliated with HVII’s sponsor, officers or directors. In the event HVII seeks to complete its initial business combination with a company that is affiliated with its sponsor, officers or directors, HVII or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm that the initial business combination is fair to HVII from a financial point of view. HVII’s officers and directors currently own, either directly or indirectly, founder shares and private placement units. Because of this ownership, HVII’s officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate the initial business combination. Further, each of HVII’s officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition to any agreement with respect to the initial business combination. Each of HVII’s officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities, including Hennessy VI, pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of HVII’s officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she may 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 HVII. These conflicts may not be resolved in HVII’s favor and a potential target business may be presented to another entity prior to its presentation to HVII. HVII’s amended and restated memorandum and articles of association provide that HVII renounces its interest in any corporate opportunity offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of HVII, (ii) such opportunity is one HVII is legally and contractually permitted to undertake and would otherwise be reasonable for HVII to pursue and (iii) the director or officer is permitted to refer the opportunity to HVII without violating another legal obligation. As a result, the fiduciary, contractual or other obligations or duties of HVII’s officers or directors could materially affect HVII’s ability to complete its initial business combination. HVII’s sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other SPAC prior to completion of HVII’s initial business combination. As a result, HVII’s sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to HVII or to any other SPAC with which they may become involved. For example, each of Mr. Daniel J. Hennessy and Mr. Geeza is currently an officer of Hennessy VI and owes fiduciary duties to Hennessy VI, which may compete with HVII for acquisition opportunities. Although HVII has no formal policy in place for vetting potential conflicts of interest, HVII’s board of directors will review any potential conflicts of interest on a case-by-case basis. In particular, affiliates of HVII’s sponsor are currently sponsoring one other SPAC, Hennessy VI. Any such companies, including Hennessy VI, may present additional conflicts of interest in pursuing an acquisition target. However, HVII does not believe that any potential conflicts with Hennessy VI would materially affect HVII’s ability to complete its initial business combination, because HVII’s management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, HVII is not limited by industry or geography in terms of the acquisition opportunities it can pursue, and Hennessy VI has executed a merger agreement with Namib Materials, even though HVII expects that Hennessy VI will have priority over HVII with respect to acquisition opportunities until it completes an initial business combination. Financial Position With funds in HVII’s trust account available for a business combination initially in the amount of approximately $190,000,000, as of January 21, 2025, (which amount includes the underwriters’ deferred underwriting discounts and commissions of $7,600,000), HVII believes it offers a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because HVII is able to complete its initial business combination using its cash, debt or equity securities or a combination of the foregoing, HVII has the flexibility to use the most efficient combination that will allow it to tailor the consideration to be paid to the target business to fit its needs and desires. However, HVII has not taken any steps to secure third-party financing and there can be no assurance it will be available to HVII. 10 Effecting the Initial Business Combination HVII is not presently engaged in, and will not engage in, any operations until it consummates an initial business combination. HVII intends to effectuate its initial business combination using cash from the proceeds of its initial public offering and the sale of the private placement units, the proceeds of the sale of its securities in connection with its initial business combination (pursuant to any forward purchase, backstop or similar agreements HVII may enter), if any, its equity, debt or a combination of these as the consideration to be paid in its initial business combination. HVII may seek to complete its initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject HVII to the numerous risks inherent in such companies and businesses. If HVII’s initial business combination is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of the consideration in connection with its initial business combination or used for redemption of its public shares, HVII may apply the balance of the cash released to it from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing its initial business combination, to fund the purchase of other companies, or for working capital. HVII may seek to raise additional funds in connection with the completion of its initial business combination through a private offering of equity securities or debt securities or loans, and HVII may effectuate its initial business combination using the proceeds of such offerings or loans rather than using the amounts held in the trust account. In the case of an initial business combination funded with assets other than the trust account assets, HVII’s tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by applicable law, HVII would seek shareholder approval of such financing. There are no prohibitions on HVII’s ability to raise funds privately or through loans in connection with its initial business combination. At this time, HVII is not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. Although HVII’s management will assess the risks inherent in a particular target business with which HVII may combine, HVII cannot assure investors that this assessment will result in identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of HVII’s control, meaning that HVII can do nothing to control or reduce the chances that those risks will adversely impact a target business. The time required to select and evaluate a target business and to structure and complete HVII’s initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which HVII’s initial business combination is not ultimately completed will result in HVII incurring losses and will reduce the funds HVII can use to complete another business combination. Sourcing of Target Businesses HVII may engage the services of professional firms or other individuals that specialize in business acquisitions, in which event HVII may pay a finder’s fee, consulting fee, advisory fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. HVII will engage a finder only to the extent its management determines that the use of a finder may bring opportunities to HVII that may not otherwise be available or if finders approach HVII on an unsolicited basis with a potential transaction that its management determines is in HVII’s best interest to pursue. Payment of finder’s fees is customarily tied to the completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will HVII’s sponsor or any of its existing officers or directors or any entity with which HVII’s sponsor or officers are affiliated, be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by the company prior to, or in connection with any services rendered in order to effectuate, the completion of HVII’s initial business combination (regardless of the type of transaction that it is). None of HVII’s sponsor, executive officers or directors or any of their respective affiliates, are allowed to receive any compensation, finder’s fees or consulting fees from a prospective business combination target in connection with a contemplated initial business combination. HVII has agreed to pay an affiliate of its sponsor a total of $15,000 per month for office space, utilities and secretarial and administrative support and to reimburse its sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Some of HVII’s officers and directors may enter into employment or consulting agreements with the post-transaction company following HVII’s initial business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in HVII’s selection process of an initial business combination candidate. HVII pays Nicholas Geeza, its Chief Financial Officer, $10,000 per month for his services until the earlier of the consummation of HVII’s initial business combination or its liquidation. 11 HVII is not prohibited from pursuing an initial business combination with a company that is affiliated with its sponsor, executive officers or directors or making the acquisition through a joint venture or other form of shared ownership with its sponsor, executive officers or directors. In the event HVII seeks to complete an initial business combination with a target that is affiliated with its sponsor, executive officers or directors, HVII or a committee of independent directors, would obtain an opinion from an independent investment bank which is a member of FINRA or a qualified independent accounting firm that such an initial business combination is fair to HVII from a financial point of view. HVII is not required to obtain such an opinion in any other context. If any of HVII’s executive officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to HVII. All of HVII’s executive officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to HVII, subject to his or her fiduciary duties under Cayman Islands law. HVII’s amended and restated memorandum and articles of association provide that to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as HVII; and (ii) HVII renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and HVII, on the other. HVII anticipates that target business candidates will also be brought to its attention from various unaffiliated sources, including investment bankers, private investment funds and other intermediaries. Target businesses may be brought to HVII’s attention by such unaffiliated sources as a result of being solicited by HVII through calls or mailings. These sources may also introduce HVII to target businesses in which they think HVII may be interested on an unsolicited basis, since many of these sources will have read this Report and know what types of businesses HVII is targeting. HVII’s officers and directors, as well as their affiliates, may also bring to HVII’s attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, HVII expects to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to HVII as a result of the track record and business relationships of its officers and directors. Selection of a Target Business and Structuring of HVII’s Initial Business Combination Nasdaq rules require that HVII must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the trust account (excluding any deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of HVII’s agreement to enter into its initial business combination. If HVII’s securities are no longer listed on Nasdaq, HVII will not be obligated to satisfy such 80% test. The fair market value of HVII’s initial business combination will be determined by its board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation, a valuation based on trading multiples of comparable public businesses, or a valuation based on the financial metrics of M&A transactions of comparable businesses. If HVII’s board is not able to independently determine the fair market value of the target business or businesses, HVII will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent public accounting firm, with respect to the satisfaction of such criteria. HVII does not currently intend to purchase multiple businesses in unrelated industries in conjunction with its initial business combination, although there is no assurance that will be the case. Subject to this requirement, HVII’s management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although HVII will not be permitted to effectuate its initial business combination with another SPAC or a similar company with nominal operations. 12 In any case, HVII will only complete an initial business combination in which it 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. If HVII owns or acquires less than 100% of the equity interests or assets of a target business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be taken into account for purposes of Nasdaq’s 80% of net assets test. There is no basis for investors in HVII to evaluate the possible merits or risks of any target business with which HVII may ultimately complete its initial business combination. To the extent HVII effects its initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, HVII may be affected by numerous risks inherent in such company or business. Although HVII’s management will endeavor to evaluate the risks inherent in a particular target business, HVII cannot assure investors that it will properly ascertain or assess all significant risk factors. In evaluating a prospective target business, HVII expects to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to HVII. The time required to select and evaluate a target business and to structure and complete HVII’s initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which HVII’s initial business combination is not ultimately completed will result in HVII incurring losses and will reduce the funds HVII can use to complete another business combination. Lack of Business Diversification After the completion of HVII’s initial business combination, the prospects for HVII’s success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that HVII will not have the resources to diversify its operations and mitigate the risks of being in a single line of business. By completing HVII’s initial business combination with only a single entity, HVII’s lack of diversification may: ● subject HVII to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which HVII operates after its initial business combination; and ● cause HVII to depend on the marketing and sale of a single product or limited number of products or services. Limited Ability to Evaluate the Target’s Management Team Although HVII intends to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting its initial business combination with that business, HVII’s assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of HVII’s management team, if any, in the target business cannot presently be stated with any certainty. While it is possible that one or more of HVII’s directors will remain associated in some capacity with HVII following its initial business combination, it is highly unlikely that any of them will devote their full efforts to HVII’s affairs subsequent to its initial business combination. Moreover, HVII cannot assure investors that members of its management team will have significant experience or knowledge relating to the operations of the particular target business. 13 HVII cannot assure investors that any of its key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of HVII’s key personnel will remain with the combined company will be made at the time of HVII’s initial business combination. Following HVII’s initial business combination, it may seek to recruit additional managers to supplement the incumbent management of the target business. HVII cannot assure investors that it will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management. Shareholders May Not Have the Ability to Approve HVII’s Initial Business Combination HVII may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC. However, HVII will seek shareholder approval if it is required by applicable law or stock exchange rule, or it may decide to seek shareholder approval for business or other reasons. So long as HVII maintains a listing for its securities on Nasdaq, shareholder approval would be required for HVII’s initial business combination if, for example: ● HVII issues Class A ordinary shares that will be equal to or in excess of 20% of the number of its Class A ordinary shares then issued and outstanding (other than in a public offering); ● any of HVII’s directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 5% or more; or ● the issuance or potential issuance of ordinary shares will result in HVII undergoing a change of control. The Companies Act and Cayman Islands law do not currently require, and HVII is not aware of any other applicable law that will require, shareholder approval of its initial business combination. The decision as to whether HVII will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required by law will be made by HVII, solely in its discretion, and will be based on business and legal reasons, which include a variety of factors, including, but not limited to: ● the timing of the transaction, including in the event HVII determines shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; ● the expected cost of holding a shareholder vote; ● the risk that the shareholders would fail to approve the proposed business combination; ● other time and budget constraints of the company; and ● additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders. 14 Permitted Purchases of HVII’s Securities If HVII seeks shareholder approval of its initial business combination and does not conduct redemptions in connection with its initial business combination pursuant to the tender offer rules, HVII’s management team, sponsor or any of their respective affiliates may purchase public shares or units in privately negotiated transactions or in the open market either prior to or following the completion of its initial business combination. Such a purchase would include a contractual acknowledgment that such shareholder, although still the record holder of HVII’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that HVII’s sponsor, directors, officers or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against HVII’s initial business combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against HVII’s initial business combination. HVII does not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. It is intended that, if Rule 10b-18 would apply to purchases by HVII’s sponsor, directors, executive officers or any of their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases. Additionally, at any time at or prior to HVII’s initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), HVII’s sponsor, directors, executive officers or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of HVII’s initial business combination, or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares or share rights in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. HVII has an insider trading policy which will require insiders to (1) refrain from purchasing securities when they are in possession of any material non-public information and (2) to clear all trades with HVII’s compliance personnel or legal counsel prior to execution. HVII cannot currently determine whether its insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, HVII’s insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. The purpose of any such transactions could be to (i) increase the likelihood of obtaining shareholder approval of the business combination, (ii) reduce the number of public share rights outstanding and/or increase the likelihood of approval on any matters submitted to the public share right holders for approval in connection with HVII’s initial business combination or (iii) satisfy a closing condition in an agreement with a target that requires HVII to have a minimum net worth or a certain amount of cash at the closing of HVII’s initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of HVII’s securities may result in the completion of HVII’s initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of HVII’s securities may be reduced and the number of beneficial holders of HVII’s securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of HVII’s securities on a national securities exchange. HVII’s management team, sponsor or any of their respective affiliates anticipate that they may identify the shareholders with whom HVII’s sponsor, officers, directors or their affiliates may pursue privately negotiated transactions by either the shareholders contacting HVII directly or by HVII’s receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following HVII’s mailing of tender offer or proxy materials in connection with HVII’s initial business combination. To the extent that HVII’s sponsor, officers, directors or their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against HVII’s initial business combination, whether or not such shareholder has already submitted a proxy with respect to HVII’s initial business combination but only if such shares have not already been voted at the general meeting related to HVII’s initial business combination. HVII’s management team, sponsor or any of their respective affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws. 15 HVII’s management team, sponsor or any of their respective affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. HVII expects any such purchases would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event HVII’s management team, sponsor or any of their respective affiliates were to purchase public shares or share rights from public shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following: ● HVII’s registration statement/proxy statement filed for its business combination transaction would disclose the possibility that HVII’s management team, sponsor or any of their respective affiliates may purchase shares or share rights from public shareholders outside the redemption process, along with the purpose of such purchases; ● if HVII’s management team, sponsor or any of their respective affiliates were to purchase public shares or share rights from public shareholders, they would do so at a price no higher than the price offered through HVII’s redemption process; ● HVII’s registration statement/proxy statement filed for its business combination transaction would include a representation that any of HVII’s securities purchased by HVII’s management team, sponsor or any of their respective affiliates would not be voted in favor of approving the business combination transaction; ● HVII’s management team, sponsor or any of their respective affiliates would not possess any redemption rights with respect to HVII’s securities or, if they do acquire and possess redemption rights, they would waive such rights; and ● HVII would disclose in a Form 8-K, before its security holder meeting to approve the business combination transaction, the following material items: ○ the amount of HVII’s securities purchased outside of the redemption offer by HVII’s management team, sponsor or any of their respective affiliates, along with the purchase price; ○ the purpose of the purchases by HVII’s management team, sponsor or any of their respective affiliates; ○ the impact, if any, of the purchases by HVII’s management team, sponsor or any of their respective affiliates on the likelihood that the business combination transaction will be approved; ○ the identities of HVII’s security holders who sold to HVII’s management team, sponsor or any of their respective affiliates (if not purchased on the open market) or the nature of HVII’s security holders (e.g., 5% security holders) who sold to HVII’s management team, sponsor or any of their respective affiliates; and ○ the number of HVII’s securities for which HVII has received redemption requests pursuant to HVII’s redemption offer. Please see the section of this Report entitled “ Risk Factors — If HVII seeks shareholder approval of its initial business combination, HVII’s management team, sponsor or any of their respective affiliates may elect to purchase public shares or share rights from public shareholders. This may influence a vote on a proposed initial business combination and reduce the public “float” of HVII’s Class A ordinary shares. ” 16 Redemption Rights for Public Shareholders Upon Completion of HVII’s Initial Business Combination HVII will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of its initial business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of its initial business combination, including interest (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account as of January 21, 2025 is approximately $10.00 per public share, net of accrued taxes. The per share amount HVII will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions HVII will pay to the underwriters. The redemption right will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. Each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against, or vote at all in connection with, the proposed transaction. There will be no redemption rights upon the completion of HVII’s initial business combination with respect to share rights. HVII’s initial shareholders, officers and directors have entered into a letter agreement with HVII, pursuant to which they agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of HVII’s initial business combination. Manner of Conducting Redemptions HVII will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of its initial business combination either: (1) in connection with a general meeting called to approve the business combination; or (2) by means of a tender offer. The decision as to whether HVII will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by HVII, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require HVII to seek shareholder approval under applicable law or stock exchange listing requirements. Under Nasdaq rules, asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with HVII where it does not survive and any transactions where it issues more than 20% of its outstanding ordinary shares or seeks to amend its amended and restated memorandum and articles of association would require shareholder approval. If HVII structures a business combination transaction with a target company in a manner that requires shareholder approval, it will not have discretion as to whether to seek a shareholder vote to approve the proposed business combination. HVII currently intends to conduct redemptions pursuant to a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirements and it chooses to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. So long as HVII maintains a listing for its securities on Nasdaq, it is required to comply with such rules. If a shareholder vote is not required and HVII does not decide to hold a shareholder vote for business or other reasons, it will, pursuant to its amended and restated memorandum and articles of association: ● conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and ● file tender offer documents with the SEC prior to completing its initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of its initial business combination, HVII and its sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase Class A ordinary shares in the open market if HVII elects to redeem its public shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act. In the event HVII conducts redemptions pursuant to the tender offer rules, its offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and it will not be permitted to complete its initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares HVII is permitted to redeem. If public shareholders tender more shares than HVII has offered to purchase, it will withdraw the tender offer and not complete such initial business combination. 17 If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or HVII decides to obtain shareholder approval for business or other reasons, it will, pursuant to its amended and restated memorandum and articles of association: ● conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and ● file proxy materials with the SEC. HVII expects that a final proxy statement would be mailed to public shareholders at least 20 days prior to the shareholder vote. However, it expects that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if HVII conducts redemptions in conjunction with a proxy solicitation. Although HVII is not required to do so, it currently intends to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if it is not able to maintain its Nasdaq listing or Exchange Act registration. In the event that HVII seeks shareholder approval of its initial business combination, it will distribute proxy materials and, in connection therewith, provide its public shareholders with the redemption rights described above upon completion of the initial business combination. If HVII seeks shareholder approval, unless otherwise required by applicable law, regulation or stock exchange rules, it will complete its initial business combination only if it receives approval pursuant to an ordinary resolution under its amended and restated memorandum and articles of association and under Cayman Islands law, which requires the affirmative vote of a simple majority of the shareholders who attend and vote at a general meeting of the company, voting together as a single class, and includes a unanimous written resolution. In such case, its sponsor and each member of its management team have agreed to vote their founder shares and public shares purchased during or after its initial public offering (including in open market and privately-negotiated transactions) in favor of its initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction). For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of HVII’s initial business combination once a quorum is obtained. As a result, in addition to its initial shareholders’ founder shares and private placement shares held by its sponsor, HVII would need 7,495,834, or 39.5%, of the 19,000,000 public shares sold in its initial public offering to be voted in favor of an initial business combination in order to have its initial business combination approved, assuming all outstanding shares are voted and the parties to the letter agreement do not acquire any public shares. Assuming that only the holders of one-third of its issued and outstanding ordinary shares, representing a quorum under its amended and restated memorandum and articles of association vote their shares at a general meeting of the company, HVII will not need any public shares in addition to its founder shares to be voted in favor of an initial business combination in order to approve an initial business combination. However, if its initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of its initial business combination will require a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company, voting together as a single class. In addition, prior to the closing of HVII’s initial business combination, only holders of its Class B ordinary shares (i) will have the right to vote to appoint and remove directors prior to or in connection with the completion of its initial business combination and (ii) will be entitled to vote on continuing HVII in a jurisdiction outside the Cayman Islands (including any special resolution required to adopt new constitutional documents as a result of its approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). These quorum and voting thresholds and the agreement of its initial shareholders may make it more likely that HVII will consummate its initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. HVII’s proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners; (ii) cash to be transferred to the target for working capital or other general corporate purposes; or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration HVII would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to HVII, it will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. 18 Limitation on Redemption Upon Completion of HVII’s Initial Business Combination if it Seeks Shareholder Approval Notwithstanding the foregoing, if HVII seeks shareholder approval of its initial business combination and it does not conduct redemptions in connection with its initial business combination pursuant to the tender offer rules, its amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), is restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in HVII’s initial public offering (“Excess Shares”), without its prior consent. HVII believes this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force HVII or its affiliates to purchase their shares at a significant premium to then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in its initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by HVII or its affiliates at a premium to then-current market price or on other undesirable terms. By limiting its shareholders’ ability to redeem no more than 15% of the shares sold in its initial public offering, HVII believes it will limit the ability of a small group of shareholders to unreasonably attempt to block its ability to complete its initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that HVII have a minimum net worth or a certain amount of cash. However, HVII would not be restricting its shareholders’ ability to vote all of their shares (including Excess Shares) for or against its initial business combination. Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights HVII may require its public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to its transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event HVII distributes proxy materials or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, rather than simply voting against the initial business combination at the holder’s option. The tender offer or proxy materials, as applicable, that HVII will furnish to holders of its public shares in connection with its initial business combination will indicate whether it is requiring public shareholders to satisfy such delivery requirements, which will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. Accordingly, a public shareholder would have from the time HVII sends out its tender offer materials until the close of the tender offer period, or up to two business days prior to the vote on the business combination if HVII distributes proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a shareholder vote, a final proxy statement would be mailed to public shareholders at least 20 days prior to the shareholder vote. However, HVII expects that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if it conducts redemptions in conjunction with a proxy solicitation. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not HVII requires holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. The foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact such shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had an “option window” after the completion of the business combination during which he or she could monitor the price of the company’s ordinary shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit before the general meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is approved. 19 Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the general meeting set forth in HVII’s proxy materials, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of public shares electing to redeem their shares will be distributed promptly after the completion of HVII’s initial business combination. If HVII’s initial business combination is not approved or completed for any reason, then its public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, HVII will promptly return any certificates delivered by public holders who elected to redeem their shares. If HVII’s initial proposed business combination is not completed, it may continue to try to complete a business combination with a different target until the end of the completion window. Redemption of Public Shares and Liquidation if no Initial Business Combination HVII’s amended and restated memorandum and articles of association provide that HVII will have only the time of the completion window to complete its initial business combination. If HVII is unable to complete its initial business combination within such completion window, it will: (i) cease all operations except for the purpose of winding up; (ii) 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 (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of HVII’s remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to HVII’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to share rights, which will expire worthless if HVII fails to complete its initial business combination within the completion window. HVII’s initial shareholders, officers and directors have entered into a letter agreement with HVII, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if HVII fails to complete its initial business combination within the completion window. However, if HVII’s sponsor or any of its officers and directors acquires public shares after HVII’s initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if HVII fails to complete its initial business combination within the completion window. HVII’s initial shareholders, officers and directors have agreed, pursuant to a letter agreement with HVII, that they will not propose any amendment to HVII’s amended and restated memorandum and articles of association (i) to modify the substance or timing of HVII’s obligation to provide for the redemption of its public shares in connection with an initial business combination or to redeem 100% of its public shares if HVII has not consummated its initial business combination within the completion window or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless HVII provides its public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals), divided by the number of then outstanding public shares. 20 HVII expects that all costs and expenses associated with implementing its plan of dissolution, as well as payments to any creditors, will be funded from amounts held outside the trust account, although there is no assurance that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing HVII’s plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay income taxes, HVII may request the trustee to release to it an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses. If HVII were to expend all of the net proceeds of its initial public offering and the sale of the private placement units, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account and any tax payments or expenses for the dissolution of the trust, the per share redemption amount received by shareholders upon HVII’s dissolution would be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of HVII’s creditors which would have higher priority than the claims of HVII’s public shareholders. There is no assurance that the actual per share redemption amount received by shareholders will not be substantially less than $10.00. Please see the section of this Report entitled “ Risk Factors — If third parties bring claims against HVII, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share ” and other risk factors described below. Although HVII has sought and will continue to seek to have all vendors, service providers (other than its independent registered public accounting firm), prospective target businesses or other entities with which HVII does business execute agreements with HVII waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of HVII’s public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against HVII’s assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, HVII’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to HVII than any alternative. Examples of possible instances where HVII may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where HVII is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with HVII and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, HVII’s sponsor will agree that it will be liable to HVII if and to the extent any claims by a third party (other than HVII’s independent registered public accounting firm) for services rendered or products sold to HVII, or a prospective target business with which HVII has entered into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per public share or (2) 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, in each case net of permitted withdrawals, except as to any claims by a third party that executed a waiver of any and all rights to the monies held in the trust account (whether any such waiver is enforceable) and except as to any claims under HVII’s indemnity of the underwriters of HVII’s initial public offering against certain liabilities, including liabilities under the Securities Act. HVII has not independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believes that its sponsor’s only assets are securities of HVII and, therefore, HVII’s sponsor may not be able to satisfy these obligations. HVII has not asked its sponsor to reserve for such obligations. Therefore, there is no assurance that HVII’s sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for redemptions could be reduced to less than $10.00 per public share and the funds available for HVII’s initial business combination could be reduced as well. In such event, HVII may not be able to complete its initial business combination, and investors would receive such lesser amount per share in connection with any redemption of their public shares. None of HVII’s officers will indemnify HVII for claims by third parties including, without limitation, claims by vendors and prospective target businesses. 21 In the event that the proceeds in the trust account are reduced below: (1) $10.00 per public share; or (1) 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, in each case net of permitted withdrawals, and HVII’s sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, HVII’s independent directors would determine whether to take legal action against HVII’s sponsor to enforce its indemnification obligations. While HVII currently expects that its independent directors would take legal action on HVII’s behalf against its sponsor to enforce its indemnification obligations to HVII, it is possible that HVII’s independent directors in exercising their business judgment may choose not to do so in certain instances. For example, the cost of such legal action may be deemed by the independent directors to be too high relative to the amount recoverable or the independent directors may determine that a favorable outcome is not likely. Accordingly, there is no assurance that due to claims of creditors the actual value of the per share redemption price will not be substantially less than $10.00 per public share. Please see the section of this Report entitled “ Risk Factors — If third parties bring claims against HVII, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share. ” HVII will seek to reduce the possibility that its sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than HVII’s independent registered public accounting firm), prospective target businesses or other entities with which HVII does business execute agreements with HVII waiving any right, title, interest or claim of any kind in or to monies held in the trust account. HVII’s sponsor will also not be liable as to any claims under HVII’s indemnity of the underwriters of HVII’s initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that HVII liquidates and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from HVII’s trust account could be liable for claims made by creditors. If HVII files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against it that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in HVII’s bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of HVII’s shareholders. To the extent any bankruptcy or insolvency claims deplete the trust account, there is no assurance that HVII will be able to return $10.00 per share to its public shareholders. Additionally, if HVII files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against it that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy and/or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by HVII’s shareholders. Furthermore, HVII’s board of directors may be viewed as having breached its fiduciary duty to HVII’s creditors and/or may have acted in bad faith, and thereby exposing itself and HVII to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. There is no assurance that claims will not be brought against HVII for these reasons. Please see the section of this Report entitled “ Risk Factors — If, after HVII distributes the proceeds in the trust account to its public shareholders, HVII files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against HVII that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and HVII and its board may be exposed to claims of punitive damages. ” HVII’s public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) HVII’s completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend HVII’s amended and restated memorandum and articles of association (A) to modify the substance or timing of HVII’s obligation to provide for the redemption of its public shares in connection with an initial business combination or to redeem 100% of its public shares if HVII has not consummated its initial business combination within the completion window or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) the redemption of HVII’s public shares if HVII is unable to complete an initial business combination within the completion window, subject to applicable law and as further described herein. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event HVII seeks shareholder approval in connection with its initial business combination, a shareholder’s voting in connection with HVII’s initial business combination alone will not result in a shareholder’s redeeming its shares to HVII for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. 22 Amended and Restated Memorandum and Articles of Association HVII’s amended and restated memorandum and articles of association contain certain requirements and restrictions relating to its initial public offering that will apply to HVII until the consummation of its initial business combination. If HVII seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of HVII’s obligation to provide for the redemption of its public shares in connection with an initial business combination or to redeem 100% of its public shares if HVII has not consummated its initial business combination within the completion window or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, HVII will provide public shareholders with the opportunity to redeem their public shares in connection with any such vote. HVII’s initial shareholders, officers and directors have agreed to waive any redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of HVII’s initial business combination. Specifically, HVII’s amended and restated memorandum and articles of association provide, among other things, that: ● prior to the consummation of HVII’s initial business combination, HVII shall either: (1) seek shareholder approval of its initial business combination at a general meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against, or abstain from voting on, the proposed business combination, into their pro rata share of the aggregate amount on deposit in the trust account as of two business days prior to the consummation of HVII’s initial business combination, including interest (net of permitted withdrawals); or (2) provide HVII’s public shareholders with the opportunity to tender their shares to HVII by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount on deposit in the trust account as of two business days prior to the consummation of HVII’s initial business combination, including interest (net of permitted withdrawals), in each case subject to the limitations described herein; ● HVII will consummate its initial business combination only if it seeks shareholder approval, a majority of the outstanding ordinary shares voted are voted in favor of the business combination at a duly held shareholders meeting; ● if HVII’s initial business combination is not consummated within the completion window, then HVII’s existence will terminate and it will distribute all amounts in the trust account; and ● prior to HVII’s initial business combination, HVII may not issue additional ordinary shares that would entitle the holders thereof to (1) receive funds from the trust account or (2) vote on any initial business combination. These provisions cannot be amended without the approval of a special resolution, meaning the approval of holders of at least two-thirds of HVII’s ordinary shares who attend and vote at a general meeting of the company. In the event HVII seeks shareholder approval in connection with its initial business combination, HVII’s amended and restated memorandum and articles of association provide that, unless otherwise required by applicable law or stock exchange rules, HVII may consummate its initial business combination only if approved by a majority of the ordinary shares voted by HVII’s shareholders at a duly held shareholders meeting. Competition In identifying, evaluating and selecting a target business for HVII’s initial business combination, HVII has encountered, and expects to continue to encounter, intense competition from other entities having a business objective similar to HVII’s, including private investors (which may be individuals or investment partnerships), other SPACs, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these individuals and entities are well established and have extensive experience identifying and effecting business combinations or acquisitions directly or through affiliates. Moreover, many of these competitors possess greater technical, financial, human, and other resources or more local industry knowledge than HVII does and HVII’s financial resources are relatively limited when contrasted with those of many of these competitors. While HVII believes there are numerous target businesses it could potentially acquire with the net proceeds of its initial public offering and the sale of the private placement units, HVII’s ability to compete with respect to the acquisition of certain target businesses that are sizable is limited by its available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, HVII’s obligation to pay cash in connection with its public shareholders who exercise their redemption rights may reduce the resources available to HVII for its initial business combination and its outstanding share rights, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Any of these obligations may place HVII at a competitive disadvantage in successfully negotiating and completing an initial business combination. 23 Sponsor Indemnity HVII’s sponsor has agreed that it will be liable to HVII if and to the extent any claims by a third party (other than HVII’s independent registered public accounting firm) for services rendered or products sold to HVII, or a prospective target business with which HVII has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below: (1) $10.00 per public share; or (2) 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, in each case, net of permitted withdrawals, except as to any claims by a third party that executed a waiver of any and all rights to the monies held in the trust account (whether any such waiver is enforceable) and except as to any claims under HVII’s indemnity of the underwriters of HVII’s initial public offering against certain liabilities, including liabilities under the Securities Act. HVII has not independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believes that the sponsor’s only assets are securities of HVII and, therefore, the sponsor may not be able to satisfy those obligations. HVII has not asked its sponsor to reserve for such obligations. Therefore, HVII cannot assure investors that the sponsor would be able to satisfy those obligations. HVII believes the likelihood of the sponsor having to indemnify the trust account is limited because HVII will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with HVII waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Employees HVII currently has three individual independent contractor service providers for its various officer positions and does not intend to have any employees prior to the completion of its initial business combination. Members of HVII’s management team are not obligated to devote any specific number of hours to HVII’s matters but they devote as much of their time as they deem necessary to HVII’s affairs and intend to continue doing so until HVII has completed its initial business combination. The amount of time that any such person devotes in any time period to HVII may vary based on whether a target business has been selected for HVII’s initial business combination and the current stage of the business combination process. Periodic Reporting and Financial Information HVII will provide shareholders with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to shareholders to assist them in assessing the target business. These financial statements may be required to be prepared in accordance with, or be reconciled to, GAAP or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses HVII may acquire because some targets may be unable to provide such financial statements in time for HVII to disclose such financial statements in accordance with federal proxy rules and complete its initial business combination within the completion window. There is no assurance that any particular target business identified by HVII as a potential business combination candidate will have financial statements prepared in accordance with GAAP or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, HVII may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, HVII does not believe that this limitation will be material. HVII will be required to evaluate its internal control procedures for the fiscal year ending December 31, 2025, as required by the Sarbanes-Oxley Act. Only in the event HVII is deemed to be a large accelerated filer or an accelerated filer and no longer qualifies as an emerging growth company, will HVII be required to have its internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition. 24 HVII has filed a registration statement on Form 8-A with the SEC to voluntarily register its securities under Section 12 of the Exchange Act. As a result, HVII is subject to the rules and regulations promulgated under the Exchange Act and has reporting obligations, including the requirement that HVII file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, HVII’s annual reports will contain financial statements audited and reported on by its independent registered public accounting firm. HVII has no current intention of filing a Form 15 to suspend its reporting or other obligations under the Exchange Act prior or subsequent to the consummation of its initial business combination. HVII is a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, HVII has applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to HVII or its operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of HVII’s shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by HVII to its shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of HVII. HVII is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, HVII is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation 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 non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find HVII’s securities less attractive as a result, there may be a less active trading market for HVII’s securities and the prices of HVII’s securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. HVII intends to take advantage of the benefits of this extended transition period. HVII will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of HVII’s initial public offering, (b) in which HVII has total annual gross revenue of at least $1.235 billion or (c) in which HVII is deemed to be a large accelerated filer, which means the aggregate worldwide market value of HVII’s Class A ordinary shares that is held by non-affiliates equals or exceeds $700.0 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which HVII has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. Additionally, HVII is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. HVII will remain a smaller reporting company until the last day of the fiscal year in which (1) the aggregate worldwide market value of HVII’s Class A ordinary shares held by non-affiliates equaled or exceeded $250.0 million as of the end of the prior June 30th, and (2) HVII’s annual revenues equaled or exceeded $100.0 million during such completed fiscal year or the aggregate worldwide market value of HVII’s Class A ordinary shares held by non-affiliates equaled or exceeded $700.0 million as of the prior June 30th. 25