Item 1A. Risk Factors
ITEM
1A. RISK FACTORS
As
of the date of this Quarterly Report, except as detailed below, there have been no material changes to the risk factors disclosed in
HVII’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 31, 2025. Any of these factors
could result in a significant or material adverse effect on HVII’s results of operations or financial condition. Additional risk
factors not presently known to HVII or that HVII currently deems immaterial may also impair HVII’s business or results of operations.
HVII may disclose changes to such risk factors or disclose additional risk factors from time to time in its future filings with the SEC.
Changes
in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on HVII’s
search for a business combination target or the performance or business prospects of a post-business combination company.
There
have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases
in tariffs on goods or materials or other changes in trade policy could negatively affect HVII’s search for a target business and/or
HVII’s ability to complete its business combination.
Recently,
the U.S. has implemented a range of new tariffs and increases to existing tariffs. In response to the tariffs announced by the U.S.,
other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from
the U.S. There is currently significant uncertainty about the future relationship between the U.S. and other countries with respect to
trade policies, taxes, government regulations and tariffs. HVII cannot predict whether, and to what extent, current tariffs will continue
or trade policies will change in the future.
Tariffs,
or the threat of tariffs or increased tariffs, could have a significant negative impact on certain businesses (either due to domestic
businesses reliance on imported goods or dependence on access to foreign markets, or foreign businesses’ reliance on sales into
the U.S.). In addition, retaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from
the U.S., and domestic businesses that rely on exporting goods internationally. These tariffs and threats of tariffs and other potential
trade policy changes could negatively affect the attractiveness of certain business combination targets, or lead to material adverse
effects on a post-business combination company. Among other things, historical financial performance of companies affected by trade policies
and/or tariffs may not provide useful guidance as to the future performance of such companies, because future financial performance of
those companies may be materially affected by new U.S. tariffs or foreign retaliatory tariffs, or other changes to trade policies. The
business prospects of a particular target for a business combination could change even after HVII enters into a business combination
agreement, as a result of tariffs or the threat of tariffs that may have a material impact on that target’s business, and it may
be costly or impractical for HVII to terminate that business combination agreement. These factors could affect HVII’s selection
of a business combination target.
HVII
may not be able to adequately address the risks presented by these tariffs or other potential trade policy changes. As a result, HVII
may deem it costly, impractical or risky to complete a business combination with a particular target or with a target in a particular
industry or from a particular country. Consequently, the pool of potential target companies may be reduced, which could impair HVII’s
ability to identify a suitable target and to complete a business combination. If HVII completes a business combination with such a target,
the post-business combination company’s operations and financial results could be adversely affected as a result of tariffs or
changes to trade policies, which may cause the market value of the securities of the post-business combination company to decline.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
25
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.