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Item 1. Financial Statements

2025-08-13 compared with 2025-05-15 · 671 added, 721 removed, 136 unchanged (91% of the section changed)

FINANCIAL STATEMENTS

HENNESSY CAPITAL INVESTMENT CORP.

CONDENSED BALANCE SHEETS

March 31, 2025

December 31, 2024

CAPITAL INVESTMENT CORP.

BALANCE SHEETS

Current assets

4 unchanged sentences

Deferred offering costs

Long-term prepaid insurance

Marketable securities held in Trust Account

Marketable securities

held in Trust Account

$ 195,290,441

Liabilities and Shareholders’ Deficit

Liabilities and Shareholders’

Current liabilities

1 unchanged sentence

Accrued offering costs

Promissory note – related party

Promissory note –

related party

Total current liabilities

Deferred legal fees

Deferred underwriting fee payable

Total Liabilities

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 19,000,000 and 0 shares at redemption value of $ 10.07 and $ 0 per share at March 31, 2025 and December 31, 2024

Deferred underwriting

Commitments and Contingencies

Class A ordinary shares subject to possible

redemption, 19,000,000 and 0 shares at redemption value of $ 10.17 and $ 0 per share at June 30, 2025 and December 31, 2024

Shareholders’ Deficit

1 unchanged sentence

1,000,000 shares authorized;

none issued or outstanding at March 31, 2025 and December 31, 2024

issued or outstanding at June 30, 2025 and December 31, 2024

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

690,000 and none issued or outstanding (excluding 19,000,000 and 0 shares subject to possible redemption) at March 31, 2025 and December 31, 2024, respectively

Class B ordinary shares, $ 0.0001 par value;

690,000 and none issued or outstanding (excluding 19,000,000 and 0 shares subject to possible redemption)

at June 30, 2025 and December 31, 2024, respectively

Class B ordinary shares, $ 0.0001

20,000,000 shares authorized;

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

6,333,333 and 6,708,333 shares issued and outstanding (1)(2) at June 30, 2025

and December 31, 2024, respectively

Ordinary shares, value

2 unchanged sentences

( 6,550,123 )

Total Shareholders’ Deficit

Shareholders’ Deficit

( 6,549,421 )

Total Liabilities and Shareholders’ Deficit

Liabilities and Shareholders’ Deficit

$ 195,290,441

As of December 31, 2024, this amount includes up to 875,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the Underwriters (Note 5).

Subsequently, on January 21, 2025, the underwriters partially exercised their over-allotment option in the amount of 1,500,000 Units and forfeited the remaining unexercised balance of 1,125,000 Units.

January 10, 2025, the Company issued an additional 958,333

founder shares for no additional consideration, resulting in the Sponsor holding a total of 6,708,333

founder shares (see Note 9).

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

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

Subsequently, on January 21, 2025, the underwriters partially

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

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

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

All share and per share data have been retrospectively presented.

The accompanying notes are an integral part

of the unaudited condensed financial statements.

HENNESSY CAPITAL INVESTMENT CORP.

CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31,

accompanying notes are an integral part of the unaudited condensed financial statements.

CAPITAL INVESTMENT CORP.

STATEMENT OF OPERATIONS

THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

General and administrative costs

Loss from operations

from operations

Other income:

Interest earned on cash equivalents

Interest earned on marketable securities held in Trust Account

Interest earned on cash

earned on marketable securities held in Trust Account

Total other income

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

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

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

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

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

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

The accompanying notes are an integral part

of the unaudited condensed financial statements.

HENNESSY CAPITAL INVESTMENT CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’

FOR THE THREE MONTHS ENDED MARCH 31,

Weighted average shares

outstanding of redeemable Class A ordinary shares, basic and diluted

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

Weighted average shares

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

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

Weighted average shares

outstanding, Class B ordinary shares, basic and diluted

and diluted net income per ordinary share, Class B ordinary shares

accompanying notes are an integral part of the unaudited condensed financial statements.

CAPITAL INVESTMENT CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

Ordinary Shares

4 unchanged sentences

Fair value of public Share Rights at issuance

Allocated value of transaction costs to Class A ordinary shares

Allocated value of transaction costs to Class

A ordinary shares

Forfeiture of founder shares

Accretion for Class A ordinary shares to redemption amount

Accretion for Class A ordinary shares to redemption

( 8,352,571 )

6 unchanged sentences

$ ( 6,181,491 )

The accompanying notes are an integral part

of the unaudited condensed financial statements.

HENNESSY CAPITAL INVESTMENT CORP.

CONDENSED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31,

Cash flows from operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Interest earned on marketable securities held in Trust Account

Accretion for Class A ordinary shares to redemption

( 1,888,444 )

Balance – June

$ ( 6,550,123 )

$ ( 6,549,421 )

$ ( 6,550,123 )

$ ( 6,549,421 )

accompanying notes are an integral part of the unaudited condensed financial statements.

CAPITAL INVESTMENT CORP.

STATEMENT OF CASH FLOWS

THE SIX MONTHS ENDED JUNE 30, 2025

Cash flows from operating

Adjustments to reconcile net income to net

cash used in operating activities:

Interest earned on marketable securities held

in Trust Account

( 3,448,469 )

Changes in operating assets and liabilities:

3 unchanged sentences

Deferred legal fees

Net cash used in operating activities

Cash flows from investing activities:

cash used in operating activities

Cash flows from investing

Investment of cash into Trust Account

( 190,000,000 )

Net cash used in investing activities

Cash withdrawn from Trust

Account for working capital purposes

Net cash used in investing

( 189,859,739 )

Cash flows from financing activities:

Proceeds from sale of Units, net of underwriting discounts paid

Cash flows from financing

Proceeds from sale of Units, net of underwriting

discounts paid

Proceeds from sale of Private Placement Units

1 unchanged sentence

Repayment of promissory note - related party

Payment of deferred offering costs

Net cash provided by financing activities

Net change in cash and cash equivalents

Cash and cash equivalents, beginning of the period

Cash and cash equivalents, end of the period

Payment of deferred offering

cash provided by financing activities

Net change in cash and cash

Cash and cash equivalents, beginning of the

and cash equivalents, end of the period

Noncash investing and financing activities:

Offering costs included in accrued offering costs

Deferred offering costs included in deferred legal fees

Deferred underwriting fee payable

The accompanying notes are an integral part

of the unaudited condensed financial statements.

HENNESSY CAPITAL INVESTMENT CORP.

Offering costs included

in accrued offering costs

Deferred offering costs

included in deferred legal fees

Deferred underwriting

accompanying notes are an integral part of the unaudited condensed financial statements.

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS

Hennessy Capital Investment

VII (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 27, 2024 .

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

or similar business combination with one or more businesses (a “Business Combination”).

As of March 31, 2025,

the Company had not commenced any operations.

All activity for the period from September 27, 2024 (inception) through March 31, 2025 relates

to the Company’s formation and the initial public offering (the “Initial Public Offering”), as described below and,

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

The Company will not generate any

operating revenues until after the completion of its Business Combination, at the earliest.

The Company generates non-operating income

in the form of interest income on investments from the proceeds derived from the Initial Public Offering.

The registration statement

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

On January 21, 2025, the Company consummated

the Initial Public Offering of 19,000,000 units (the “Units”), which includes the partial exercise by the underwriters of

their over-allotment option in the amount of 1,500,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 190,000,000 , which is

described in Note 3.

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

share upon the consummation of its Business Combination (“Share Right”).

Simultaneously with

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

Placement Units”) at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 6,900,000 , which is described in

Of the 690,000 Private Placement Units, 500,000 Private Placement Units were purchased by HC VII Sponsor LLC, the Company’s

sponsor (the “Sponsor”), and an aggregate of 190,000 Private Placement Units were purchased by the underwriters of the Initial

Public Offering (collectively, the “Underwriters”):

Cohen & Company Capital Markets, a division of J.V.B Financial Group,

LLC ( 133,000 );

1 — ORGANIZATION AND BUSINESS OPERATIONS

Capital Investment Corp.

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

September 27, 2024 .

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

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

of June 30, 2025, the Company had not commenced any operations.

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

June 30, 2025 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), as

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

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

The Company generates

non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering.

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

On January 21, 2025,

the Company consummated the Initial Public Offering of 19,000,000 units (the “Units”), which includes the partial exercise

by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at $ 10.00 per Unit, generating gross proceeds of

$ 190,000,000 , which is described in Note 3.

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

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

Simultaneously

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

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

which is described in Note 4.

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

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

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

Cohen & Company Capital Markets, a division

of J.V.B Financial Group, LLC ( 133,000 );

Clear Street LLC ( 28,500 );

and Loop Capital Markets LLC ( 28,500 ).

The Private Placement Units are identical to the Units

sold in the Initial Public Offering, except that (i) the Private Placement Units (and the Class A ordinary shares (the “private

placement shares”) and Share Rights underlying the Private Placement Units and the Class A ordinary shares issuable upon conversion

of the Share Rights) may not be transferred, assigned or sold, subject to certain limited exceptions, until 30 days after the completion

of its Business Combination and (ii) the holders of the Private Placement Units are entitled to certain registration rights in respect

thereof (and with respect to the private placement shares and Share Rights underlying such Private Placement Units and the Class A ordinary

shares issuable upon conversion of the Share Rights).

Transaction costs of

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

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

The Company’s

management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private

Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination

(less deferred underwriting commissions).

The Company’s

Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net

balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the

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

However, the Company

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

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

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

There is no assurance

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

HENNESSY CAPITAL INVESTMENT CORP.

The Private Placement Units

are identical to the Units sold in the Initial Public Offering, except that (i) the Private Placement Units (and the Class A ordinary

shares (the “private placement shares”) and Share Rights underlying the Private Placement Units and the Class A ordinary

shares issuable upon conversion of the Share Rights) may not be transferred, assigned or sold, subject to certain limited exceptions,

until 30 days after the completion of its Business Combination and (ii) the holders of the Private Placement Units are entitled to certain

registration rights in respect thereof (and with respect to the private placement shares and Share Rights underlying such Private Placement

Units and the Class A ordinary shares issuable upon conversion of the Share Rights).

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

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

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

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

a Business Combination (less deferred underwriting commissions).

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

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

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

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

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

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

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

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

Following the closing

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

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

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

The funds will be invested only

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

Rule 2a-7 under the Investment Company Act, which invest only in direct U.S.

government treasury obligations, and/or (ii) deposited in

an interest-bearing demand deposit account at a U.S.-chartered commercial bank with consolidated assets of $ 50 billion or more.

the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases

the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s

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

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

account until the earlier of consummation of the Company’s Business Combination or liquidation of the Company.

Except with respect

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

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

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

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

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

shares”) if the Company is unable to complete its Business Combination within 24 months from the closing of the Initial Public Offering

or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject

to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote

to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the

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

shares if the Company has not consummated its Business Combination within the Completion Window or (B) with respect to any other provisions

relating to shareholders’ rights or pre-Business Combination activity.

The proceeds deposited in the Trust Account could become

subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public

shareholders.

The Company will provide

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

its Business Combination either in connection with a general meeting called to approve its Business Combination or by means of a tender

The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer

will be made by the Company, solely in its discretion.

The public shareholders will be entitled to redeem their shares at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to

the consummation of a Business Combination, including interest earned on the funds held in the Trust Account (less permitted withdrawals),

divided by the number of then outstanding public shares, subject to the limitations.

The Class A ordinary

shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial

Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification

(“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

The Company will have

only the duration of the Completion Window to complete its Business Combination.

However, if the Company is unable to complete its Business

Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter,

redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including

interest earned on the funds held in the Trust Account (less the amount of permitted withdrawals and up to $ 100,000 of interest to pay

dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete payment

for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further

liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims

of creditors and subject to the other requirements of applicable law.

HENNESSY CAPITAL INVESTMENT CORP.

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

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

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

will be invested only in U.S.

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

conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S.

government treasury obligations, and/or

(ii) deposited in an interest-bearing demand deposit account at a U.S.-chartered commercial bank with consolidated assets of $ 50 billion

To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act,

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Company’s public shares if the Company has not consummated its Business Combination within the Completion Window or (B) with respect

to any other provisions relating to shareholders’ rights or pre-Business Combination activity.

The proceeds deposited in the Trust

Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the

Company’s public shareholders.

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

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

by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a proposed Business Combination

or conduct a tender offer will be made by the Company, solely in its discretion.

The public shareholders will be entitled to redeem their

shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two

business days prior to the consummation of a Business Combination, including interest earned on the funds held in the Trust Account (less

permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations.

Class A ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion

of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards

Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

Company will have only the duration of the Completion Window to complete its Business Combination.

However, if the Company is unable

to complete its Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than

ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on

deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less the amount of permitted withdrawals

and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption

will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders

(including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under

Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

The Sponsor and the

Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i)

waive their redemption rights with respect to their Class B ordinary shares of the Company (“founder shares”), private placement

shares and public shares in connection with the completion of its Business Combination;

(ii) waive their redemption rights with respect

to their founder shares and private placement shares in connection with a shareholder vote to approve an amendment to the Company’s

amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to

allow redemption in connection with its Business Combination or to redeem 100 % of the public shares if the Company has not consummated

its Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’

rights or pre-Business Combination activity;

(iii) waive their rights to liquidating distributions from the Trust Account with respect

to their founder shares and private placement shares if the Company fails to complete its Business Combination within the Completion Window,

although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the

Company fails to complete its Business Combination within the Completion Window and to liquidating distributions from assets outside the

Trust Account;

and (iv) vote any founder shares or private placement shares held by them and any public shares purchased during or after

the Initial Public Offering (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance

with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would

not be voted in favor of approving a Business Combination) in favor of a Business Combination.

The Sponsor has agreed

that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company,

or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar

agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per public

share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if

less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not

apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in

the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the

Underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended

(the “Securities Act”).

However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor

has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes

that the Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure that the Sponsor would be able

to satisfy those obligations.

Liquidity and Capital Resources

As of March 31, 2025,

the Company had cash and cash equivalents of $ 2,044,292 and working capital of $ 2,065,346 .

Further, the Company has incurred and expects

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

In connection with the Company’s assessment of going

concern considerations in accordance with Accounting Standards Codification 205-40, “Going Concern,” as of March 31, 2025,

the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance of

these unaudited condensed financial statements.

HENNESSY CAPITAL INVESTMENT CORP.

Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they

have agreed to (i) waive their redemption rights with respect to their Class B ordinary shares of the Company (“founder shares”),

private placement shares and public shares in connection with the completion of its Business Combination;

(ii) waive their redemption

rights with respect to their founder shares and private placement shares in connection with a shareholder vote to approve an amendment

to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s

obligation to allow redemption in connection with its Business Combination or to redeem 100 % of the public shares if the Company has

not consummated its Business Combination within the Completion Window or (B) with respect to any other material provisions relating to

shareholders’ rights or pre-Business Combination activity;

(iii) waive their rights to liquidating distributions from the Trust

Account with respect to their founder shares and private placement shares if the Company fails to complete its Business Combination within

the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public

shares they hold if the Company fails to complete its Business Combination within the Completion Window and to liquidating distributions

from assets outside the Trust Account;

and (iv) vote any founder shares or private placement shares held by them and any public shares

purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions, aside from shares

they may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), which would not be voted in favor of approving a Business Combination) in favor of a Business Combination.

Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products

sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality

or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of

(i) $ 10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of

the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that

such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights

to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s

indemnity of the Underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities

Act of 1933, as amended (the “Securities Act”).

However, the Company has not asked the Sponsor to reserve for such indemnification

obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations

and the Company believes that the Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure that

the Sponsor would be able to satisfy those obligations.

and Capital Resources

of June 30, 2025, the Company had cash and cash equivalents of $ 1,861,192 and working capital of $ 1,825,579 .

Further, the Company has

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

In connection with the Company’s

assessment of going concern considerations in accordance with Accounting Standards Codification 205-40, “Going Concern,”

as of June 30, 2025, the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the

date of issuance of these unaudited condensed financial statements.

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited

condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of

America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation

S-X promulgated under the Securities Act.

Certain information or footnote disclosures normally included in unaudited condensed financial

statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the U.S.

and Exchange Commission (the “SEC”) for interim financial reporting.

Accordingly, they do not include all the information

and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion of management,

the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are

necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited

condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December

31, 2024 as filed with the SEC on March 31, 2025.

The interim results for the three months ended March 31, 2025 are not necessarily indicative

of the results to be expected for the year ending December 31, 2025 or for any other future periods.

Emerging Growth Company

The Company is an “emerging

growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012,

(the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable

to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the

auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation

in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive

compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1)

of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period

which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,

as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither

an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible

because of the potential differences in accounting standards used.

Use of Estimates

The preparation of

unaudited condensed financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed

financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires

management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation

or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ

significantly from those estimates.

HENNESSY CAPITAL INVESTMENT CORP.

2 — SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted

in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form

10-Q and Article 8 of Regulation S-X promulgated under the Securities Act.

Certain information or footnote disclosures normally included

in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and

regulations of the U.S.

Securities and Exchange Commission (the “SEC”) for interim financial reporting.

Accordingly, they

do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations,

or cash flows.

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting

of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows

for the periods presented.

accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K

for the year ended December 31, 2024 as filed with the SEC on March 31, 2025.

The interim results for the three and six months ended

June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other future

Growth Company

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our

Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required

to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding

executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory

vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s unaudited condensed financial statements with another

public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition

period difficult or impossible because of the potential differences in accounting standards used.

preparation of unaudited condensed financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited

condensed financial statements and the reported amounts of expenses during the reporting period.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management

considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual

results could differ significantly from those estimates.

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

Cash and Cash Equivalents

The Company considers

all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 1,861,192

and $ 20,005 in cash and $ 2,044,292 and $ 0 in cash equivalents held in a money market account as of March 31, 2025 and December 31, 2024,

respectively.

in cash and had no cash equivalents held in a money market

account as of June 30, 2025 and December 31, 2024, respectively.

Securities Held in Trust Account

As of March 31, 2025 the assets held in the Trust Account amounted to $ 191,494,489 .

of June 30, 2025 the assets held in the Trust Account amounted to $ 193,308,208 .

The Company classifies its U.S.

Treasury and equivalent securities as held to maturity in accordance with ASC Topic 320, “Investments - Debt and Equity Securities.”

Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity.

Held-to-maturity

treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of

premiums or discounts.

When the Company’s investments held in the Trust Account are comprised of money market securities, the investments

are classified as trading securities.

Gains and losses resulting from the change in fair value of these securities are included in interest

earned on marketable securities held in the Trust Account in the accompanying statement of operations.

Treasury and equivalent

securities as held to maturity in accordance with ASC Topic 320, “Investments - Debt and Equity Securities.” Held-to-maturity

securities are those securities which the Company has the ability and intent to hold until maturity.

Held-to-maturity treasury securities

are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.

When the Company’s investments held in the Trust Account are comprised of money market securities, the investments are classified

as trading securities.

Gains and losses resulting from the change in fair value of these securities are included in interest earned on

marketable securities held in the Trust Account in the accompanying statement of operations.

The estimated fair values of investments

held in the Trust Account are determined using available market information.

Concentration of Credit Risk

Financial instruments

that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at

times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

Any loss incurred or a lack of access to such

funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Deferred Offering Costs

The Company complies

with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of

Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,

which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

Any loss incurred or a lack of access

to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Offering Costs

Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses

of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering.

FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible

7 unchanged sentences

Private Placement Units, after management’s evaluation, were accounted for under equity treatment.

As of March 31, 2025 and December

As of June 30, 2025 and December

31, 2024 the Company has $ 0 and $ 952,432 , respectively, in deferred offering costs as recorded on the accompanying balance sheets.

Fair Value of Financial Instruments

The fair value of the

Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and

Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature.

The Company accounts

for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting

and reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between the unaudited condensed

financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted

tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are

established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes

a recognition threshold and a measurement attribute for the unaudited condensed financial statements recognition and measurement of tax

positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than

not to be sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’s

major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of March 31, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation

from its position.

HENNESSY CAPITAL INVESTMENT CORP.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value

Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term

Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to

financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between

the unaudited condensed financial statements and tax bases of assets and liabilities that will result in future taxable or deductible

amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Topic 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statements recognition

and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must

be more likely than not to be sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman

Islands is the Company’s major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized

tax benefits as income tax expense.

As of June 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts

accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments,

accruals or material deviation from its position.

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

The Company is considered

to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes

or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for

the period presented.

The Company accounted

for the Share Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained

in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and classified the Share Rights under

equity treatment at its assigned values.

Class A Ordinary Shares Subject to Possible Redemption

The public shares contain

a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there

is a shareholder vote or tender offer in connection with the Company’s Business Combination.

In accordance with ASC 480-10-S99,

the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within

the control of the Company.

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying

value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial

Public Offering, the Company recognized the accretion from initial book value to redemption value.

The change in the carrying value of

redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

as of March 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside

of the shareholders’ deficit section of the Company’s balance sheet.

As of December 31, 2024, there were no Class A ordinary

shares subject to possible redemption.

As of March 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the

balance sheet are reconciled in the following table:

Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently

not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s

tax provision was zero for the period presented.

Company accounted for the Share Rights issued in connection with the Initial Public Offering and the private placement in accordance

with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and classified

the Share Rights under equity treatment at its assigned values.

A Ordinary Shares Subject to Possible Redemption

public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s

liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s Business Combination.

In accordance

with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions

are not solely within the control of the Company.

The Company recognizes changes in redemption value immediately as they occur and will

adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the

closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value.

in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated

Accordingly, as of June 30, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as

temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

As of December 31, 2024, there

were no Class A ordinary shares subject to possible redemption.

As of June 30, 2025, the Class A ordinary shares subject to possible

redemption reflected in the balance sheet are reconciled in the following table:

SCHEDULE OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

6 unchanged sentences

Remeasurement of carrying value to redemption value

Class A ordinary shares subject to possible redemption, March 31, 2025

Class A ordinary shares subject to possible

redemption, March 31, 2025

$ 191,419,764

Net Income Per Ordinary Share

Net income per ordinary

share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary

shares subject to forfeiture, through the date of the Initial Public Offering.

At March 31, 2025, the Company did not have any dilutive

securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings

of the Company.

As a result, diluted income per ordinary share is the same as basic income per ordinary share for the periods presented.

The following table

reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):

OF CALCULATION OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE

Non-redeemable Class A

For the Three Months Ended

March 31, 2025

Non-redeemable Class A

Remeasurement of carrying value to redemption

Class A ordinary shares

subject to possible redemption, June 30, 2025

$ 193,308,208

Income Per Ordinary Share

income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the

period, excluding ordinary shares subject to forfeiture, through the date of the Initial Public Offering.

At June 30, 2025, the Company

did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and

then share in the earnings of the Company.

As a result, diluted income per ordinary share is the same as basic income per ordinary share

for the periods presented.

following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):

SCHEDULE OF CALCULATION OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE

the Three Months Ended June 30, 2025

the Six Months Ended June 30, 2025

Non-Redeemable

Basic and diluted net income per ordinary share

2 unchanged sentences

Basic and diluted net income per ordinary share

HENNESSY CAPITAL INVESTMENT CORP.

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

Share-Based Compensation

The Company records

share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”),

Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC

718”), guidance to account for its share-based compensation.

It defines a fair value-based method of accounting for an employee share option

or similar equity instrument.

The Company recognizes all forms of share-based payments at their fair value on the grant date, which are

based on the estimated number of awards that are ultimately expected to vest.

Share-based payments are valued using a Black-Scholes option

pricing model.

Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value

of the share-based payment, which is the more readily determinable value.

The grants are amortized on a straight-line basis over the requisite

service periods, which is generally the vesting period.

If an award is granted, but vesting does not occur, any previously recognized

compensation cost is reversed in the period related to the termination of service.

Share-based compensation expenses are included in costs

and operating expenses depending on the nature of the services provided in the statement of operations.

Recent Accounting Standards

Management does not

believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the

Company’s unaudited condensed financial statements.

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial

Public Offering, on January 21, 2025, the Company sold 19,000,000 Units, which includes the partial exercise by the Underwriters of their

over-allotment option in the amount of 1,500,000 Units, at a purchase price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary

share and one Share Right entitling the holder thereof to receive one-twelfth (1/12) of one Class A ordinary share upon the consummation

of a Business Combination.

NOTE 4 — PRIVATE PLACEMENT

Simultaneously with

the closing of the Initial Public Offering, the Sponsor and the Underwriters purchased an aggregate of 690,000 Private Placement Units,

each Private Placement Unit consisting of one Class A ordinary share and one Share Right to receive one-twelfth (1/12) of one Class A

ordinary share upon the consummation of a Business Combination , at a price of $ 10.00 per Private Placement Unit, or $ 6,900,000 in the

aggregate, in a private placement.

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

and an aggregate of 190,000 Private Placement Units were purchased by the Underwriters:

It defines a fair value-based method of accounting for an employee

share option or similar equity instrument.

The Company recognizes all forms of share-based payments at their fair value on the grant

date, which are based on the estimated number of awards that are ultimately expected to vest.

Share-based payments are valued using a

Black-Scholes option pricing model.

Grants of share-based payment awards issued to non-employees for services rendered have been recorded

at the fair value of the share-based payment, which is the more readily determinable value.

The grants are amortized on a straight-line

basis over the requisite service periods, which is generally the vesting period.

If an award is granted, but vesting does not occur,

any previously recognized compensation cost is reversed in the period related to the termination of service.

Share-based compensation

expenses are included in costs and operating expenses depending on the nature of the services provided in the statement of operations.

Accounting Standards

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect

on the Company’s unaudited condensed financial statements.

3 — INITIAL PUBLIC OFFERING

to the Initial Public Offering, on January 21, 2025, the Company sold 19,000,000 Units, which includes the partial exercise by the Underwriters

of their over-allotment option in the amount of 1,500,000 Units, at a purchase price of $ 10.00 per Unit.

Each Unit consists of one Class

A ordinary share and one Share Right entitling the holder thereof to receive one-twelfth (1/12) of one Class A ordinary share upon the

consummation of a Business Combination.

4 — PRIVATE PLACEMENT

Simultaneously

with the closing of the Initial Public Offering, the Sponsor and the Underwriters purchased an aggregate of 690,000 Private Placement

Units, each Private Placement Unit consisting of one Class A ordinary share and one Share Right to receive one-twelfth (1/12) of one

Class A ordinary share upon the consummation of a Business Combination , at a price of $ 10.00 per Private Placement Unit, or $ 6,900,000

in the aggregate, in a private placement.

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

Sponsor, and an aggregate of 190,000 Private Placement Units were purchased by the Underwriters:

Cohen & Company Capital Markets

1 unchanged sentence

and Loop Capital Markets LLC ( 28,500 ).

The Private Placement

Units are identical to the Units sold in the Initial Public Offering except that, (i) so long as they are held by the Sponsor, the Underwriters

or their permitted transferees, the Private Placement Units (including the private placement shares and Share Rights underlying the Private

Placement Units and the Class A ordinary shares issuable upon conversion of the Share Rights) may not, subject to certain limited exceptions,

be transferred, assigned or sold by the holders until 30 days after the completion of a Business Combination and (ii) the holders of Private

Placement Units are entitled to certain registration rights in respect thereof (and with respect to the private placement shares and Share

Rights underlying such Private Placement Units and the Class A ordinary shares issuable upon conversion of the Share Rights).

HENNESSY CAPITAL INVESTMENT CORP.

Private Placement Units are identical to the Units sold in the Initial Public Offering except that, (i) so long as they are held by the

Sponsor, the Underwriters or their permitted transferees, the Private Placement Units (including the private placement shares and Share

Rights underlying the Private Placement Units and the Class A ordinary shares issuable upon conversion of the Share Rights) may not,

subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of a Business

Combination and (ii) the holders of Private Placement Units are entitled to certain registration rights in respect thereof (and with

respect to the private placement shares and Share Rights underlying such Private Placement Units and the Class A ordinary shares issuable

upon conversion of the Share Rights).

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

The Sponsor and the

Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i)

waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the

completion of a Business Combination;

(ii) waive their redemption rights with respect to their founder shares and private placement shares

in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association

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

or to redeem 100 % of the public shares if the Company has not consummated a Business Combination within the Completion Window or (B) with

respect to any other material provisions relating to shareholders’ rights or pre-Business Combination activity;

(iii) waive their

rights to liquidating distributions from the Trust Account with respect to their founder shares and private placement shares if the Company

fails to complete its Business Combination within the Completion Window, although they will be entitled to liquidating distributions from

the Trust Account with respect to any public shares they hold if the Company fails to complete its Business Combination within the Completion

Window and to liquidating distributions from assets outside the Trust Account;

and (iv) vote any founder shares or private placement shares

held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated

transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would

not be voted in favor of approving a Business Combination) in favor of a Business Combination.

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

October 8, 2024, the Sponsor made a capital contribution of $ 25,000 ,

or approximately $ 0.004

per share, for which the Company issued 5,750,000

Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they

have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in

connection with the completion of a Business Combination;

(ii) waive their redemption rights with respect to their founder shares and

private placement shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum

and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection

with its Business Combination or to redeem 100 % of the public shares if the Company has not consummated a Business Combination within

the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-Business Combination

(iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private

placement shares if the Company fails to complete its Business Combination within the Completion Window, although they will be entitled

to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its

Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account;

and (iv) vote

any founder shares or private placement shares held by them and any public shares purchased during or after the Initial Public Offering

(including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements

of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving a Business Combination) in favor of a Business Combination.

5 — RELATED PARTY TRANSACTIONS

October 8, 2024, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.004 per share, for which the Company issued

5,750,000 founder shares to the Sponsor.

On January 10, 2025, the Company issued an additional 958,333

founder shares (up to 125,000

shares of which were subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is

exercised) for no additional consideration, resulting in the Sponsor holding a total of 6,708,333

founder shares (up to 875,000

of which are subject to forfeiture by the holders thereof depending on the extent to which the Underwriters’ option to

purchase additional Units is exercised).

On January 10, 2025, the Company issued an additional 958,333 founder shares (up to 125,000

shares of which were subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised)

for no additional consideration, resulting in the Sponsor holding a total of 6,708,333 founder shares (up to 875,000 of which are subject

to forfeiture by the holders thereof depending on the extent to which the Underwriters’ option to purchase additional Units is

All share and per share data have been retrospectively presented.

On January 21, 2025, the

Underwriters partially exercised their over-allotment option and forfeited the unexercised balance.

As a result of the partial

exercise and the subsequent forfeiture of the over-allotment option by the Underwriters, 500,000

founder shares are no longer subject to forfeiture and 375,000

founder shares were forfeited, resulting in the Sponsor (after giving effect to the founder share transfers described below) holding 5,203,333

founder shares.

On December 1, 2024

and January 1, 2025, the Sponsor transferred 250,000 and 750,000 founder shares to each of Nicholas Geeza, the Company’s Executive

Vice President, Chief Financial Officer (“CFO”) and Secretary, and Thomas Hennessy, the Company’s President and Chief

Operating Officer (“COO”), respectively.

The founder shares were transferred for total consideration of $ 0.004 per share,

or $ 1,000 and $ 3,000 , respectively, due to the Sponsor.

On December 19, 2024, the Sponsor transferred an aggregate of 130,000 founder

shares to its independent directors, for total consideration of $ 0.004 per share, or $ 520 , due to the Sponsor.

The founder shares are

automatically forfeited back to the Sponsor if the holder of such founder shares is no longer providing services to the Company prior

On January 21, 2025, the Underwriters partially exercised

their over-allotment option and forfeited the unexercised balance.

As a result of the partial exercise and the subsequent forfeiture

of the over-allotment option by the Underwriters, 500,000 founder shares are no longer subject to forfeiture and 375,000 founder shares

were forfeited, resulting in the Sponsor (after giving effect to the founder share transfers described below) holding 5,203,333 founder

December 1, 2024 and January 1, 2025, the Sponsor transferred 250,000 and 750,000 founder shares to each of Nicholas Geeza, the Company’s

Executive Vice President, Chief Financial Officer (“CFO”) and Secretary, and Thomas Hennessy, the Company’s President

and Chief Operating Officer (“COO”), respectively.

The founder shares were transferred for total consideration of $ 0.004

per share, or $ 1,000 and $ 3,000 , respectively, due to the Sponsor.

On December 19, 2024, the Sponsor transferred an aggregate of 130,000

founder shares to its independent directors, for total consideration of $ 0.004 per share, or $ 520 , due to the Sponsor.

The founder shares

are automatically forfeited back to the Sponsor if the holder of such founder shares is no longer providing services to the Company prior

to its Business Combination.

7 unchanged sentences

to a performance condition (i.e., providing services through the Company’s Business Combination).

Compensation expense related to

the founder shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature

Compensation expense related

to the founder shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature

in this circumstance.

HENNESSY CAPITAL INVESTMENT CORP.

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

The Company’s

initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon

conversion thereof until the earlier to occur of (i) 180 days after the completion of the Company’s Business Combination or (ii)

the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after its Business Combination

that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities

or other property.

Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial

shareholders with respect to any founder shares (the “Lock-up”).

Promissory Note — Related Party

The Sponsor has agreed

to loan the Company an aggregate of up to $ 250,000 to be used for a portion of the expenses of the Initial Public Offering (the “Promissory

The Promissory Note is non-interest bearing, unsecured and due at the earlier of March 31, 2025 or the closing of the Initial

Public Offering.

During the year ended December 31, 2024, the Company had borrowed $ 76,790 under the Promissory Note.

On January 21, 2025,

the Company repaid the total outstanding balance of the Promissory Note amounting to $ 109,994 .

As of March 31, 2025 and December 31, 2024,

the Company had $ 0 and $ 76,790 , respectively, outstanding balance under the Promissory Note.

Working Capital Loans

In order to finance

transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s

officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).

Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary

shares issued upon conversion thereof until the earlier to occur of (i) 180 days after the completion of the Company’s Business

Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after

its Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary

shares for cash, securities or other property.

Any permitted transferees will be subject to the same restrictions and other agreements

of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”).

Note — Related Party

Sponsor agreed to loan the Company an aggregate of up to $ 250,000 to be used for a portion of the expenses of the Initial Public Offering

(the “Promissory Note”).

The Promissory Note is non-interest bearing, unsecured and due at the earlier of March 31, 2025

or the closing of the Initial Public Offering.

During the year ended December 31, 2024, the Company had borrowed $ 76,790 under the Promissory

On January 21, 2025, the Company repaid the total outstanding balance of the Promissory Note amounting to $ 109,994 .

30, 2025 and December 31, 2024, the Company had $ 0 and $ 76,790 , respectively, outstanding balance under the Promissory Note.

Capital Loans

order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of

the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working

Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans.

In the event that a Business Combination

does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans

but no proceeds from the Trust Account would be used to repay the Working Capital Loans.

Up to $ 2,500,000 of such Working Capital Loans

may be convertible into Private Placement Units of the post Business Combination entity at a price of $ 10.00 per Unit at the option of

As of March 31, 2025 and December 31, 2024, no such Working Capital Loans were outstanding.

Administrative Services Agreement and Payments to Officer

The Company entered

into an agreement with the Sponsor, commencing on January 17, 2025 through the earlier of the Company’s consummation of a Business

Combination and its liquidation, to pay an aggregate of $ 15,000 per month for office space, utilities, and secretarial and administrative

support services.

For the three months ended March 31, 2025, the Company incurred and paid $ 37,258 administrative services fees.

The Company entered

into an agreement with the CFO, commencing on January 17, 2025, to pay an aggregate of $ 10,000 per month for services prior to the consummation

of the Company’s Business Combination or until the Company’s liquidation.

For the three months ended March 31, 2025, the Company

incurred $ 24,839 under this agreement with the CFO and are included in accounts payable and accrued expenses on the balance sheet as of

March 31, 2025.

HENNESSY CAPITAL INVESTMENT CORP.

that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay

the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans.

Up to $ 2,500,000 of

such Working Capital Loans may be convertible into Private Placement Units of the post Business Combination entity at a price of $ 10.00

per Unit at the option of the lender.

As of June 30, 2025 and December 31, 2024, no such Working Capital Loans were outstanding.

Administrative

Services Agreement and Payments to Officer

Company entered into an agreement with the Sponsor, commencing on January 17, 2025 through the earlier of the Company’s consummation

of a Business Combination and its liquidation, to pay an aggregate of $ 15,000 per month for office space, utilities, and secretarial

and administrative support services.

For the three and six months ended June 30, 2025, the Company incurred and paid $ 45,000 and $ 82,258

administrative services fees, respectively.

Company entered into an agreement with the CFO, commencing on January 17, 2025, to pay an aggregate of $ 10,000 per month for services

prior to the consummation of the Company’s Business Combination or until the Company’s liquidation.

For the three and six

months ended June 30, 2025, the Company incurred $ 24,839 and $ 54,839 , respectively, under this agreement with the CFO and are included

in accounts payable and accrued expenses on the balance sheet as of June 30, 2025.

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

NOTE 6 — COMMITMENTS AND CONTINGENCIES

6 — COMMITMENTS AND CONTINGENCIES

and Uncertainties

The United States and

global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine

conflict and the Israel-Hamas conflict, as well as recent developments to U.S.

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the

ongoing Russia-Ukraine conflict, the Israel-Hamas war and the conflict between Israel and Iran, as well as recent developments to U.S.

tariff policies.

In response to the ongoing Russia-Ukraine

conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the U.S.,

the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus

and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank

Financial Telecommunication (“SWIFT”) payment system.

Certain countries, including the United States, have also provided and

may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of

The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken, and could be

taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries

have created global security concerns that could have a lasting impact on regional and global economies.

Although the length and impact

of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity

prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S.

Additionally,

any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity

in capital markets.

Any of the above mentioned

factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian

invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions or the ongoing trade and tariff policy changes

or other countries could adversely affect the Company’s search for a Business Combination and any target business with

which the Company may ultimately consummate a Business Combination.

The holders of the

founder shares, Private Placement Units and the private placement shares and Share Rights underlying such Private Placement Units and

any Private Placement Units that may be issued upon conversion of the Working Capital Loans will have registration rights to require the

Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them

prior to the consummation of its Business Combination.

The holders of these securities are entitled to make up to three demands, excluding

short form demands, that the Company registers such securities.

In addition, the holders have certain piggyback registration rights with

respect to registration statements filed subsequent to the completion of a Business Combination.

The Company will bear the expenses incurred

in connection with the filing of any such registration statements.

The Underwriters had

a 45-day option from the date of the Initial Public Offering to purchase up to an additional 2,625,000 Units to cover over-allotments,

On January 21, 2025, the Underwriters partially exercised their over-allotment option in the amount of 1,500,000 Units and forfeited

the remaining unexercised balance of 1,125,000 Units.

The Underwriters were

entitled to a cash underwriting discount of $ 0.20 per Unit, or $ 3,800,000 in the aggregate, paid to the Underwriters in cash at the closing

of the Initial Public Offering.

Additionally, the Underwriters are entitled to a deferred underwriting discount of up to $ 0.40 per Unit,

or up to $ 7,600,000 in the aggregate (subject to reduction based on the funds remaining in the Trust Account after giving effect to the

public shares that are redeemed in connection with the Company’s Business Combination), payable to the Underwriters for deferred

underwriting commissions on amounts remaining in the Trust Account after all redemptions by public shareholders have been met.

underwriting discount will become payable to the Underwriters from the amounts held in the Trust Account solely in the event the Company

completes its Business Combination.

HENNESSY CAPITAL INVESTMENT CORP.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed

additional military forces to eastern Europe, and the U.S., the United Kingdom, the European Union and other countries have announced

various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain

financial institutions from the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) payment system.

countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and

to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia, the Israel-Hamas war, the conflict

between Israel and Iran and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States,

the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that

could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable,

they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply

chain interruptions and increased cyber-attacks against U.S.

Additionally, any resulting sanctions could adversely affect

the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions

resulting from the Russian invasion of Ukraine, the Israel-Hamas war, and the conflict between Israel and Iran and subsequent sanctions

or related actions or the ongoing trade and tariff policy changes by the U.S.

or other countries could adversely affect the Company’s

search for a Business Combination and any target business with which the Company may ultimately consummate a Business Combination.

holders of the founder shares, Private Placement Units and the private placement shares and Share Rights underlying such Private Placement

Units and any Private Placement Units that may be issued upon conversion of the Working Capital Loans will have registration rights to

require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company

acquired by them prior to the consummation of its Business Combination.

The holders of these securities are entitled to make up to three

demands, excluding short form demands, that the Company registers such securities.

In addition, the holders have certain piggyback registration

rights with respect to registration statements filed subsequent to the completion of a Business Combination.

The Company will bear the

expenses incurred in connection with the filing of any such registration statements.

Underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 2,625,000 Units to cover

over-allotments, if any.

On January 21, 2025, the Underwriters partially exercised their over-allotment option in the amount of 1,500,000

Units and forfeited the remaining unexercised balance of 1,125,000 Units.

Underwriters were entitled to a cash underwriting discount of $ 0.20 per Unit, or $ 3,800,000 in the aggregate, paid to the Underwriters

in cash at the closing of the Initial Public Offering.

Additionally, the Underwriters are entitled to a deferred underwriting discount

of up to $ 0.40 per Unit, or up to $ 7,600,000 in the aggregate (subject to reduction based on the funds remaining in the Trust Account

after giving effect to the public shares that are redeemed in connection with the Company’s Business Combination), payable to the

Underwriters for deferred underwriting commissions on amounts remaining in the Trust Account after all redemptions by public shareholders

have been met.

The deferred underwriting discount will become payable to the Underwriters from the amounts held in the Trust Account

solely in the event the Company completes its Business Combination.

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

As of March 31, 2025,

the Company had a total deferred legal fee of $ 725,000 , of which $ 125,000 was related to general matters and $ 600,000 was related to the

Initial Public Offering and charged to offering costs, all of which is to be paid to the Company’s legal advisors upon consummation

of its Business Combination.

As of December 31, 2024, the Company had a total deferred legal fee of $ 450,000 , all of which was related

to the Initial Public Offering and charged to offering costs.

As the settlement or liquidation of amounts of deferred legal fees are not

reasonably expected to require the use of current assets or require the creation of current liabilities, the amount is classified as a

non-current liability in the accompanying balance sheets as of March 31, 2025 and December 31, 2024.

NOTE 7 — SHAREHOLDERS’ DEFICIT

Preference Shares

— The Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 each.

As of March 31, 2025 and

December 31, 2024, there were no preference shares issued or outstanding.

Class A Ordinary

Shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $ 0.0001 each.

As of March 31, 2025 and December 31, 2024, there were 690,000 and 0 Class A ordinary shares issued or outstanding, respectively, excluding

the 19,000,000 Class A ordinary shares subject to possible redemption as of March 31, 2025.

Class B Ordinary

Shares — The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $ 0.0001 each.

On October 8, 2024, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.004 per share, for which the Company issued

5,750,000 founder shares to the Sponsor.

On January 10, 2025, the Company issued an additional 958,333 founder shares (up to 125,000 shares

of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option was exercised) for no

additional consideration, resulting in the Sponsor holding a total of 6,708,333 founder shares (up to 875,000 of which were subject to

forfeiture by the holders thereof depending on the extent to which the Underwriters’ option to purchase additional units was exercised).

On January 21, 2025, the underwriters partially exercised their over-allotment option in the amount of 1,500,000 Units and forfeited the

remaining unexercised balance of 1,125,000 Units, resulting in the forfeiture of 375,000 founder shares.

As of March 31, 2025 and December

31, 2024, there were 6,333,333 and 6,708,333 Class B ordinary shares issued or outstanding, respectively.

The founder shares

will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of a Business Combination

or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations,

recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional Class A ordinary shares,

or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related

to or in connection with the closing of a Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary

shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with

respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B

ordinary shares will equal, in the aggregate, 25% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the

completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the Underwriters’ over-allotment

option and excluding the private placement shares), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed

issued, in connection with the closing of a Business Combination (excluding any shares or equity-linked securities issued, or to be issued,

to any seller in a Business Combination and any private placement-equivalent shares issued to the Sponsor or any of its affiliates or

to the Company’s officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Class A ordinary

shares by public shareholders in connection with a Business Combination;

provided that such conversion of founder shares will never occur

on a less than one-for-one basis.

HENNESSY CAPITAL INVESTMENT CORP.

of June 30, 2025, the Company had a total deferred legal fee of $ 775,000 , of which $ 175,000 was related to general matters and $ 600,000

was related to the Initial Public Offering and charged to offering costs, all of which is to be paid to the Company’s legal advisors

upon consummation of its Business Combination.

As of December 31, 2024, the Company had a total deferred legal fee of $ 450,000 , all of

which was related to the Initial Public Offering and charged to offering costs.

As the settlement or liquidation of amounts of deferred

legal fees are not reasonably expected to require the use of current assets or require the creation of current liabilities, the amount

is classified as a non-current liability in the accompanying balance sheets as of June 30, 2025 and December 31, 2024.

7 — SHAREHOLDERS’ DEFICIT

Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 each.

June 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $ 0.0001

As of June 30, 2025 and December 31, 2024, there were 690,000 and 0 Class A ordinary shares issued or outstanding, respectively,

excluding the 19,000,000 Class A ordinary shares subject to possible redemption as of June 30, 2025.

B Ordinary Shares — The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $ 0.0001

On October 8, 2024, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.004 per share, for which the Company

issued 5,750,000 founder shares to the Sponsor.

On January 10, 2025, the Company issued an additional 958,333 founder shares (up to 125,000

shares of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option was exercised)

for no additional consideration, resulting in the Sponsor holding a total of 6,708,333 founder shares (up to 875,000 of which were subject

to forfeiture by the holders thereof depending on the extent to which the Underwriters’ option to purchase additional units was

On January 21, 2025, the underwriters partially exercised their over-allotment option in the amount of 1,500,000 Units and

forfeited the remaining unexercised balance of 1,125,000 Units, resulting in the forfeiture of 375,000 founder shares.

As of June 30,

2025 and December 31, 2024, there were 6,333,333 and 6,708,333 Class B ordinary shares issued or outstanding, respectively.

founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of

a Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts

sold in the Initial Public Offering and related to or in connection with the closing of a Business Combination, the ratio at which Class

B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B

ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary

shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25% of the sum of (i) the total number of

all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued

pursuant to the Underwriters’ over-allotment option and excluding the private placement shares), plus (ii) all Class A ordinary

shares and equity-linked securities issued or deemed issued, in connection with the closing of a Business Combination (excluding any

shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent

shares issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of Working Capital

Loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with a Business Combination;

that such conversion of founder shares will never occur on a less than one-for-one basis.

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

Holders of record of

the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to

be voted on by shareholders.

Unless specified in the amended and restated memorandum and articles of association or as required by the

Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles

of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to

do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company is generally required to

approve any matter voted on by the Company’s shareholders.

Approval of certain actions require a special resolution under Cayman

Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders

as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to

the Company’s amended and restated memorandum and articles of association, such actions include amending the amended and restated

memorandum and articles of association and approving a statutory merger or consolidation with another company.

There is no cumulative

voting with respect to the appointment of directors, meaning, following the Company’s Business Combination, the holders of more

than 50% of the ordinary shares voted for the appointment of directors can elect all of the directors.

Prior to the consummation of a

Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors

and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution

required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer

by way of continuation in a jurisdiction outside the Cayman Islands).

Holders of the Class A ordinary shares will not be entitled to vote

on these matters during such time.

These provisions of the amended and restated memorandum and articles of association may only be amended

if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of

the consummation of a Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person

or, where proxies are allowed, by proxy at the applicable general meeting of the Company.

— Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Share Right

will automatically receive one-twelfth (1/12) of one Class A ordinary share upon consummation of its Business Combination.

will not issue fractional shares in connection with an exchange of Share Rights.

Fractional shares will either be rounded down to the

nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law.

In the event the Company is not

the surviving company upon completion of its Business Combination, each holder of a Share Right will be required to affirmatively convert

his, her or its Share Rights in order to receive the one-twelfth (1/12) of one Class A ordinary share underlying each Share Right upon

consummation of its Business Combination.

If the Company is unable to complete its Business Combination within the required time period

and the Company will redeem the public shares for the funds held in the Trust Account, holders of Share Rights will not receive any of

such funds for their Share Rights and the Share Rights will expire worthless.

NOTE 8 — FAIR VALUE

The fair value of

the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received

in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between

market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks

to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs

(internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and

unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical

assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with

sufficient frequency and volume to provide pricing information on an ongoing basis.

of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on

all matters to be voted on by shareholders.

Unless specified in the amended and restated memorandum and articles of association or as

required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum

and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being

entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company is generally

required to approve any matter voted on by the Company’s shareholders.

Approval of certain actions require a special resolution

under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by

such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting,

and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the amended

and restated memorandum and articles of association and approving a statutory merger or consolidation with another company.

no cumulative voting with respect to the appointment of directors, meaning, following the Company’s Business Combination, the holders

of more than 50% of the ordinary shares voted for the appointment of directors can elect all of the directors.

Prior to the consummation

of a Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal

of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special

resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving

a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

Holders of the Class A ordinary shares will not be entitled

to vote on these matters during such time.

These provisions of the amended and restated memorandum and articles of association may only

be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in

respect of the consummation of a Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so,

vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.

Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Share

Right will automatically receive one-twelfth (1/12) of one Class A ordinary share upon consummation of its Business Combination.

Company will not issue fractional shares in connection with an exchange of Share Rights.

Fractional shares will either be rounded down

to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law.

In the event the Company

is not the surviving company upon completion of its Business Combination, each holder of a Share Right will be required to affirmatively

convert his, her or its Share Rights in order to receive the one-twelfth (1/12) of one Class A ordinary share underlying each Share Right

upon consummation of its Business Combination.

If the Company is unable to complete its Business Combination within the required time

period and the Company will redeem the public shares for the funds held in the Trust Account, holders of Share Rights will not receive

any of such funds for their Share Rights and the Share Rights will expire worthless.

8 — FAIR VALUE MEASUREMENTS

fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would

have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction

between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company

seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable

inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is

used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which

transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets

or liabilities in markets that are not active.

Unobservable inputs based on assessment of

the assumptions that market participants would use in pricing the asset or liability.

HENNESSY CAPITAL INVESTMENT CORP.

Examples of Level 2 inputs include quoted prices in active markets for similar assets

or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

At March 31, 2025,

assets held in the Trust Account were comprised of $ 191,494,489 in a money market account.

At December 31, 2024, there were no assets

held in the Trust Account.

June 30, 2025, assets held in the Trust Account were comprised of $ 193,308,208 in a money market account.

At December 31, 2024, there

were no assets held in the Trust Account.

The Company has not withdrawn any interest income from the Trust Account.

SCHEDULE OF ASSETS MEASURED AT FAIR VALUE

Marketable securities held in Trust Account

Marketable securities held in Trust

$ 193,308,208

The following table

presents information about the Company’s assets that are measured at fair value, and indicates the fair value hierarchy of the valuation

inputs the Company utilized to determine such fair value:

fair value of the Share Rights as of January 21, 2025 issued in the Initial Public Offering was $ 1,577,000 ,

per Share Right.

The Share Rights issued in the Initial Public Offering have been classified within shareholders’ deficit and will

not require remeasurement after issuance.

The following table presents the quantitative information regarding market assumptions used

in the valuation of the Share Rights issued in the Initial Public Offering:

following table presents information about the Company’s assets that are measured at fair value, and indicates the fair value hierarchy

of the valuation inputs the Company utilized to determine such fair value:

fair value of the Share Rights as of January 21, 2025 issued in the Initial Public Offering was $ 1,577,000 , or $ 0.083 per Share Right.

The Share Rights issued in the Initial Public Offering have been classified within shareholders’ deficit and will not require remeasurement

after issuance.

The following table presents the quantitative information regarding market assumptions used in the valuation of the Share

Rights issued in the Initial Public Offering:

SCHEDULE OF FAIR VALUE ASSUMPTIONS USED IN VALUATION OF SHARE RIGHTS

January 21, 2025

Underlying share price

3 unchanged sentences

Valuation of share rights issued

(1) Market adjustment reflects additional factors not fully captured by low volatility selection,

which may include likelihood of a Business Combination occurring, market perception of lack of available or suitable targets, or possible

post-acquisition decline of stock price prior to beginning of the exercise period.

The adjustment is determined by comparing traded right

prices to simulated model outputs.

The market adjustment was determined by calibrating traded Share Rights prices as of the valuation

NOTE 9 — SEGMENT

ASC Topic 280, “Segment

Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products,

services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business

activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is

regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate

resources and assess performance.

The Company’s

CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company

as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that

there is only one reportable segment.

HENNESSY CAPITAL INVESTMENT CORP.

adjustment reflects additional factors not fully captured by low volatility selection, which may include likelihood of a Business

Combination occurring, market perception of lack of available or suitable targets, or possible post-acquisition decline of stock

price prior to beginning of the exercise period.

The adjustment is determined by comparing traded right prices to simulated model

The market adjustment was determined by calibrating traded Share Rights prices as of the valuation dates.

9 — SEGMENT REPORTING

Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about

operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise

that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information

is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding

how to allocate resources and assess performance.

Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics

for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management

has determined that there is only one reportable segment.

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

The CODM assesses performance

for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations

as net income or loss.

CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported

on the statement of operations as net income or loss.

The measure of segment assets is reported on the balance sheets as total assets.

When evaluating the Company’s

performance and making key decisions regarding resource allocation, the CODM reviews the below key metric included in net income or loss:

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews the below key

metric included in net income or loss:

SCHEDULE OF SEGMENT

For Three Months Ended

March 31, 2025

General and administrative costs

Interest earned on marketable securities held in Trust Account

As of March 31,

As of December 31,

Marketable securities held in Trust Account

$ 193,308,208

General and administrative costs

Interest earned on marketable securities held

in Trust Account

CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy

of investment with the Trust Account funds while maintaining compliance with the trust agreement.

General and administrative costs

are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business

Combination or similar transaction within the Completion Window.

The CODM also reviews general and administrative costs to manage,

maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a

regular basis.

All other segment items

included in net income or loss are reported on the statement of operations and described within their respective disclosures.

NOTE 10 — SUBSEQUENT

The Company evaluated

subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements

The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed

financial statements.

General and administrative costs are

reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination

or similar transaction within the Completion Window.

The CODM also reviews general and administrative costs to manage, maintain and enforce

all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative costs, as reported

on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

other segment items included in net income or loss are reported on the statement of operations and described within their respective

10 — SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed

financial statements were issued.

The Company did not identify any subsequent events that would have required adjustment or disclosure

in the unaudited condensed financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements