Item 1A. Risk Factors
ITEM 1A. RISK FACTORS
As of the date of this Quarterly
Report, except as detailed below, there have been no material changes to the risk factors disclosed in HVII’s Annual Report on Form
10-K for the year ended December 31, 2024 filed with the SEC on March 31, 2025. Any of these factors could result in a significant or
material adverse effect on HVII’s results of operations or financial condition. Additional risk factors not presently known to HVII
or that HVII currently deems immaterial may also impair HVII’s business or results of operations. HVII may disclose changes to such
risk factors or disclose additional risk factors from time to time in its future filings with the SEC.
Changes in international
trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on HVII’s search for a business
combination target or the performance or business prospects of a post-business combination company.
There have recently been significant
changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials
or other changes in trade policy could negatively affect HVII’s search for a target business and/or HVII’s ability to complete
its business combination.
Recently, the U.S. has implemented
a range of new tariffs and increases to existing tariffs. In response to the tariffs announced by the U.S., other countries have imposed,
are considering imposing, and may in the future impose new or increased tariffs on certain exports from the U.S. There is currently significant
uncertainty about the future relationship between the U.S. and other countries with respect to trade policies, taxes, government regulations
and tariffs. HVII cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future.
Tariffs, or the threat of tariffs
or increased tariffs, could have a significant negative impact on certain businesses (either due to domestic businesses reliance on imported
goods or dependence on access to foreign markets, or foreign businesses’ reliance on sales into the U.S.). In addition, retaliatory
tariffs could have a significant negative impact on foreign businesses that rely on imports from the U.S., and domestic businesses that
rely on exporting goods internationally. These tariffs and threats of tariffs and other potential trade policy changes could negatively
affect the attractiveness of certain business combination targets, or lead to material adverse effects on a post-business combination
company. Among other things, historical financial performance of companies affected by trade policies and/or tariffs may not provide useful
guidance as to the future performance of such companies, because future financial performance of those companies may be materially affected
by new U.S. tariffs or foreign retaliatory tariffs, or other changes to trade policies. The business prospects of a particular target
for a business combination could change even after HVII enters into a business combination agreement, as a result of tariffs or the threat
of tariffs that may have a material impact on that target’s business, and it may be costly or impractical for HVII to terminate
that business combination agreement. These factors could affect HVII’s selection of a business combination target.
HVII may not be able to adequately
address the risks presented by these tariffs or other potential trade policy changes. As a result, HVII may deem it costly, impractical
or risky to complete a business combination with a particular target or with a target in a particular industry or from a particular country.
Consequently, the pool of potential target companies may be reduced, which could impair HVII’s ability to identify a suitable target
and to complete a business combination. If HVII completes a business combination with such a target, the post-business combination company’s
operations and financial results could be adversely affected as a result of tariffs or changes to trade policies, which may cause the
market value of the securities of the post-business combination company to decline.
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