ONEN 10-K & 10-Q changes, risk factors and insider trading

If HVII has not completed its initial business combination within such time period, it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to HVII for permitted withdrawals, divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of HVII’s remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to HVII’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, HVII’s public shareholders may only receive $10.00 per share, and its share rights will expire worthless. In certain circumstances, the public shareholders may receive less than $10.00 per share on the redemption of their HVII public shares.

IfThe HVIISponsor seeks shareholder approval of its initial business combination,and HVII’s managementdirectors, team,officers, sponsoradvisors, or any ofand their respective affiliates may elect to purchase publicHVII’s sharesunits, Class A ordinary shares, or share rights from public shareholders.shareholders, Thiswhich may influence athe vote on a proposedHVII’s initial business combination and reduce the public “float” of HVII’s Class A ordinary shares.

HVIIHVII’s may not be able to complete an initial business combination may be delayed or ultimately prohibited since suchan initial business combination may be subject to regulatory review review and approval requirements, including pursuant to foreign investment regulations and review by governmentgovernmental entities such as the Committee on Foreign Investment in the United States (“CFIUS”), or may be ultimately prohibited..

HVII’sCertain initialinvestments that involve, directly or indirectly, the acquisition of, or investment in, a U.S. business combinationby a non-U.S. investor may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, CFIUS has authority to review direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings and to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties to that investment choose not to file voluntarily. In the case that CFIUS determines an investment to be a threat to national security, CFIUS has the power to unwind or place restrictions on the investment.CFIUS. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on — on, among other factors —factors, the nature and structure of the transaction, including the level of non-U.S. beneficial ownership interest and the nature of any information or governance rights involved. WhileFor HVII’s sponsor is a limited liability company formed in Nevada and is not, is not controlled by, and does not have any substantial ties with or any members who are, a non-U.S. person,example, investments that result in “control” of a U.S. business by a foreign person always are subject to CFIUS jurisdiction. CFIUS’sSignificant expandedCFIUS jurisdictionreform underlegislation, thewhich Foreignwas fully implemented through Investment Risk Review Modernization Act of 2018 and implementing regulations that became effective on February 13, 2020, furtherexpanded includes the scope of CFIUS’s jurisdiction to investments that do not result in control of a U.S. business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to “critical technologies,” certain “critical infrastructure,infrastructure” and/or “sensitive personal data.” If a potential business combination falls within CFIUS’s jurisdiction, the parties may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the business combination.

During the course of their careers, members of HVII’s management team and board of directors have had significant experience as founders, board members, officers, executives, employees or service providers of other companies. Certain of those persons have been, are currently, or may in the future become involved in litigation, investigations or other proceedings, including relating to the business affairs of such companies, transactions entered into by such companies, or otherwise. In his capacity as a director and an executive officer of Hennessy IV, Daniel J. Hennessy, HVII’s Chairman and Chief Executive Officer, was a named defendant in In re Hennessy Capital Acquisition Corp. IV Stockholder Litigation C.A. No. 2022-0571-LWW, which was brought in the Delaware Court of Chancery. The case revolved around allegations that Hennessy IV’s fiduciaries breached their fiduciary duties in connection with the disclosures relating to the business combination between Hennessy IV and Canoo Inc. Canoo Inc. filed for bankruptcy and ceased all operations on January 17, 2025. The case was dismissed with prejudice in May 2024 with no findings of violations or breaches of fiduciary duties. The dismissal was appealed by the plaintiffs. Any such litigation, investigations or other proceedings may divert the attention and resources of HVII’s management team and board of directors away from identifying and selecting a target business or businesses for HVII’s initial business combination and may negatively affect HVII’s reputation, which may impede HVII’s ability to complete an initial business combination.

Of the net proceeds of HVII’s initial public offering and the sale of the private placement units, only approximately $$1,843,218 $1,843,218were were available to HVII outside the trust account to fund its working capital requirements. HVII believes that the funds available to it outside of the trust account will be sufficient to allow it to operate for at least the completion window; however, HVII cannot assure investors investors that its estimate is accurate. If HVII is required to seek additional capital, it would need to borrow funds from its sponsor, management management team or other third parties to operate or may be forced to liquidate. None of HVII’s sponsor, members of its management team nor any of their affiliates is under any obligation to advance funds to HVII in such circumstances. Any such advances would be repaid only only from funds held outside the trust account or from funds released to HVII upon completion of its initial business combination. Up to $2.5 million of such loans may be convertible into private placement units, at a price of $10.00 per private placement unit at the option option of the lender, upon consummation of HVII’s initial business combination. Prior to the completion of its initial business combination, combination, HVII does not expect to seek loans from parties other than its sponsor or an affiliate of its sponsor as it does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in its trust account. If HVII is unable to obtain these loans, it may be unable to complete its initial business combination. If HVII is unable to complete its initial business combination because it does not have sufficient funds available to it, it will be forced to cease operations and liquidate the trust account. Consequently, its public shareholders may only receive approximately $10.00 per share on its redemption of its public shares, and its share rights will expire worthless.

Even if HVII conducts extensive due diligence on a target business with which it combines, it cannot assure investors that this diligence will surface all material issues that may be present inside a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of HVII’s control will not later arise. As a result of these factors, HVII may be forced to later write-down or write-off assets, restructure its operations or incur impairment or other charges that could result in reporting losses. Even if HVII’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with its preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on HVII’s liquidity, the fact that it reports charges of this nature could contribute to negative market perceptions about HVII or its securities. In addition, charges of this nature may cause HVII to violatebe netunable worthto obtain future financing on favorable terms or otherat covenants to which it may be subject as a result of assuming pre-existing debt held by a target business or by virtue of obtaining debt financing to partially finance the initial business combination. Accordingly, any public shareholders who choose to remain shareholders following the initial business combination could suffer a reduction in the value of their shares.all.

Of the net proceeds from HVII’s initial public offering and the sale of the private placement unitsunits, (excluding$182,400,000 $1,843,218), $182,400,000, will bewas available to complete HVII’s initial business combination and pay related fees and expenses (after taking into account the $7,600,000 of deferred underwriting commissions being held in the trust account). immediately following the closing of HVII’s initial public offering.

HVII’s sponsor owns 6,708,333 founder shares (as of March 28, 2025).shares. The number of founder shares issued was determined based on the expectation that such founder shares would represent 25% of the outstanding shares after this offering (excluding the private placement shares). The founder shares will be worthless if HVII does not complete an initial business combination. HVII’s sponsor purchased 500,000 private placement units at a price of $10.00 per private placement unit ($5,000,000 in the aggregate). These securities will also be worthless if HVII does not complete an initial business combination. Holders of founder shares have agreed (i) to vote any shares owned by them in favor of any proposed initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction) and (ii) not to redeem any founder shares in connection with a shareholder vote to approve a proposed initial business combination. In addition, HVII may obtain loans from its sponsor, affiliates of its sponsor, or an officer or director. The personal and financial interests of HVII’s officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination.

HVII may structure an initial business combination so that the post-transaction company in which its public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but HVII will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for HVII not to be required to register as an investment company under the Investment Company Act. HVII will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, HVII’s shareholders prior to the initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and HVII in the initial business combination. For example, HVII could pursue a transaction in which it issues a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, HVII would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new ordinary shares, HVII’s shareholders immediately prior to such transaction could own less than a majority of its outstanding ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s stock than HVII initially acquired. Accordingly, this may make it more likely that HVII’s management will not be able to maintain its control of the target business. HVII cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.business

Nasdaq may delist HVII’s securities from trading on its exchange, which could limit investors’ ability to make transactions in HVII’s securities and subject HVII to additional trading restrictions. In addition, if HVII’s securities are delisted from Nasdaq, they will cease to be recognized as “covered securities” under the National Securities Markets Improvement Act of 1996.

HVII’s units, Class A ordinary shares and share rights are currently listed on Nasdaq. HVII cannot assure investors that its securities will continue continue to be listed on Nasdaq in the future or prior to HVII’s initial business combination.combination, and if HVII is delisted from Nasdaq, it may harm HVII’s ability to complete an initial business combination or an alternative initial business combination, as HVII may no longer be attractive as a merger partner if it is no longer listed on Nasdaq or another national securities exchange. In order to continue listing HVII’s securities on Nasdaq prior to its initial business combination, HVII must maintain certain financial, distribution and share price levels. Generally, HVII must maintain a minimum market value of listed securities (generally $50,000,000), a minimum number of publicly held shares with a minimum market value (generally 1.1 million publicly held shares with a minimum of $15 million market value), a minimum bid price (generally $1.00 per share) and a minimum number of holders of its securities (generally 400 public holders). Additionally, in connection with itsHVII’s initial business combination, HVII will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of its securities on Nasdaq. For instance, HVII’sto list on the Nasdaq Global Market, the public share price would generally be required to be at least $4.00 per share, the market value of its listed securities would generally be required to be at least $75 million, the number of unrestricted publicly held shares must be at least 1.1 million with an aggregate market value of at least $20 million and HVII would be required to have a minimum of 400 round lot holders (with at least 50% of such round lot holders holding securities with a market value of at least $2,500) of its securities. There is no assurance that HVII will be able to meet those initial listing requirements at that time.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because HVII’s units, Class A ordinary shares and share rights are listed on Nasdaq, HVII’s securities are covered securities. Although the states are preempted from regulating the sale of HVII’scovered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While HVII is not aware of a state having used these powers to prohibit or restrict the sale of securities issued by SPACs, other than the State of Idaho, certain state securities regulators view SPACs unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of SPACs in their states. Further, if HVII were no longer listed on Nasdaq, its securities would not be covered securities and HVII would be subject to regulation in each state in which it offers its securities, including in connection with its initial business combination.

Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in HVII’s initial pubicpublic offering, HVII’s initial shareholders and their permitted transferees can demand that HVII register the private placement units and the Class A ordinary shares underlying such private placement units and the private placement rights included in such private placement units, the Class A ordinary shares issuable upon conversion of the founder shares, the private placement units that may be issued upon conversion of working capital loans and the Class A ordinary shares underlying such private placement units and the private placement rights included in such private placement units. HVII will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of HVII’s Class A ordinary shares. In addition, the existence of the registration rights may make HVII’s initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of HVII’s Class A ordinary shares that is expected when the securities owned by HVII’s initial shareholders or holders of working capital loans or their respective permitted transferees are registered.

Notwithstanding the foregoing, these provisions of the share right agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of HVII’s share rights shall be deemed to have notice of and to have consented to the forum provisions in HVII’s share right agreement. If any action, the subject matter of which is within the scope the forum provisions of the share right agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of HVII’s share rights, such holder shall be deemed to have consented to: (A) the personal jurisdiction of the state and federal courts located inwithin the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (B) having service of process made upon such share right holder in any such enforcement action by service upon such share right holder’s counsel in the foreign action as agent for such share right holder.

HVII issued share rights that convert into up to 1,583,333 shares of Class A ordinary shares as part of the units offered in HVII’s initial initial public offering and, simultaneously with the closing of its initial public offering, HVII issued an aggregate of 690,000 private placement placement units at a price of $10.00 per unit in a private placement to HVII’s sponsor and underwriters. In addition, if HVII’s sponsor sponsor makes any working capital loans, up to $2,500,000 of such loans may be convertible, at the option of the lender, into private placement placement units at a price of $10.00 per unit of the post business combination entity. To the extent HVII issues Class A ordinary shares to effectuate a business combination, the potential for the issuance of a substantial number of additional shares of Class A ordinary shares upon exercise of these share rights and private placement rights could make HVII a less attractive acquisition vehicle to a target business. Such share rights would increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business combination. Therefore, HVII’s share rights and private placement rights may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business.

Past performance by HVII’s management teamteam, HVII’s advisors and their respective affiliatesaffiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment investment in HVII.

WithInformation respect to the experiences ofregarding HVII’s management teamteam, HVII’s advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, is presented for informational purposes only. Any past experience and performance by HVII’s management team, HVII’s advisors and their respective affiliates and the businesses with which they have been associated, is not a guarantee (i)that that HVII will be able to successfully identify a suitable candidate for itsHVII’s initial business combination, that HVII will be able to provide positive returns to public shareholders, or of any results with respect to any initial business combination or (ii) of success with respect to any business combination HVII may consummate. InvestorsYou should not rely on the historical performanceexperiences of HVII’s management team, teamHVII’s advisors and their respective affiliates, including investments and transactions in which they have participated and affiliatesbusinesses (eitherwith individuallywhich orthey collectively)have been associated, as indicative of HVII’sthe future performance of an investment in the companyHVII or as indicative of every theprior returnsinvestment by each of the companymembers will,of HVII’s management team, HVII’s advisors or istheir likelyrespective to, generate going forward.affiliates. Additionally, in the course of their respective careers, members of HVII’s management team have been involved in businesses and deals that were unsuccessful. The market price of HVII securities may be influenced by numerous factors, many of which are beyond HVII’s control, and public shareholders may experience losses on their investment in HVII securities.

HVII expects to continue to incur significant costs in the pursuit of its acquisition plans. It cannot assureprovide any assurance that its plans to complete a an initial business combination will be successful.

HVII has neither engaged in any operations nor generated any operating revenues to date. The only activities from inception through December 31, 2024,2025, were organizational activities andactivities, those necessary to prepare for HVII’s initial public offering,offering and those in connection with HVII’s pursuit of an initial business combination, described below. HVII does not expect to generate any operating revenues until after the completion of its initial business combination. It expectsSubsequent to generate its initial public offering, HVII has generated non-operating income in the form of interest income from funds held after the initial public offering. Subsequent to its initial public offering, HVII has incurred increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, an initial business combination.

Liquidity and Capital Resources; Going Concern

Until the consummation of the initial public offering, HVII’s only source of liquidity was an initial purchase of Class B ordinary shares, par value $0.0001 per share, by theHVII’s Sponsorsponsor for $25,000 and loans from theHVII’s Sponsor,sponsor, which were repaid at the closing of the initial public offering.

SubsequentOn to the period covered by this Report, on January 21, 2025, HVII consummated the initial public offering of 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 $10.00 per unit, generating gross proceeds of $190,000,000. Simultaneously with the closing of the initial public offering, HVII consummated the sale of an aggregate of 690,000 private placement units at a price of $10.00 per private placement unit, generating gross proceeds of $6,900,000. Of the 690,000 private placement units, 500,000 private placement units were purchased by the HVII’s sponsor, and an aggregate of 190,000 private placement units were purchased by the underwriters of HVII’s initial public offering: Cohen & Company Capital Markets (133,000); Clear Street LLC (28,500); and Loop Capital Markets LLC (28,500).

HVII intends to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses and structure, negotiate and complete aan initial business combination and to pay taxes to the extent the interest earned on the trust account is not sufficient to pay HVII’s income taxes. As discussed above under “—Recent Events,” on October 22, 2025, HVII entered into a Business Combination Agreement. In addition, HVII may pay commitment fees for financing, fees to consultants to assist it with its search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed initial business combination, although HVII does not have any current intention to do so. If HVII entered into an agreement where it paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific proposed initial business combination and the amount of HVII’s available funds at the time. HVII’s forfeiture of such funds (whether as a result of its breach or otherwise) could result in its not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

In order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, HVII’s sponsor or an affiliate of theHVII’s sponsor or certain of HVII’s officers and directors may, but are not obligated to, loan HVII funds as may be required. If HVII completes aan initial business combination, it may repay such loaned amounts out of the proceeds of the trust account released to HVII. In the event that an initial business combination does not close, HVII may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from the trust account would be used for such repayment. Up to $2,500,000 of such loans may be convertible into units, at a price of $10.00 per unit, at the option of the lender. The units would be identical to the private placement units. Except for the foregoing, the terms of such loans by HVII’s sponsor, an affiliate of the HVII’s sponsor or HVII’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. HVII does not expect to seek loans from parties other than theHVII’s sponsor, an affiliate of the HVII’s sponsor or its officers and directors, if any, as HVII does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the trust account.

HVII does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if HVII’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, HVII may have insufficient funds available to operate its business prior to its initial business combination. Moreover, HVII may need to obtain additional financing either to complete its initial business combination or because it becomes obligated to redeem a significant number of its public shares upon completion of its initial business combination, in which case HVII may issue additional securities or incur debt in connection with such initial business combination. If HVII raises additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to HVII’s equity securities and could contain covenants that restrict HVII’s operations. Further, due to the anti-dilution rights of the founder shares, public shareholders may incur material dilution. In addition, HVII intends to target businesses with enterprise values that are greater than it could acquire with its current funds, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy redemptions by public shareholders, HVII may be required to seek additional financing to complete such proposed initial business combination. HVII may also obtain financing prior to the closing of its initial business combination to fund its working capital needs and transaction costs in connection with its search for and completion of its initial business combination. There is no limitation on HVII’s ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with its initial businesspublic combination,offering, any backstop or similar agreements HVII may enter into following the consummation of thisits offeringinitial orbusiness otherwise.combination. Subject to compliance with applicable applicable securities laws, HVII would only complete such financing simultaneously with the completion of HVII’s initial business combination. If HVII is unable to complete its initial business combination because it does not have sufficient funds available to it, HVII will be forced to cease operations and liquidate the trust account. In addition, following its initial business combination, if cash on hand is insufficient, HVII may need to obtain additional financing in order to meet its obligations.

HVII does not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to paypay, commencing on January 17, 2025, an aggregate of $15,000 per month for office space, utilities and secretarial and administrative support servicesservices, which amount increased to an aggregate of $25,000 per month beginning September 1, 2025, and an agreement to pay Nicholas Geeza, HVII’s chief financial officer, an aggregate of $10,000 per month. HVII began incurring these fees on January 17, 2025, and will continue to incur these fees monthly until the earlier of the completion of its initial business combination and its liquidation. liquidation.HVII has agreed to pay consulting and advisory fees of $11,000 per month, with a discretionary annual bonus of up to $25,000, to an affiliate of HVII’s sponsor for services related to the execution and consummation of an initial business combination, which payments commenced in September 2025. An aggregate of approximately $42,068 was charged to operations for the year ended December 31, 2025 for such consulting and advisory services. In addition, in January 2025, HVII began to compensate a Vice President of HVII $16,500 per month, with a discretionary annual bonus of up to $165,000, for her services. An aggregate of approximately $212,258, was charged to operations for the year ended December 31, 2025, respectively, for such services.

The underwriters of HVII’s initial public offering were entitled to a cash underwriting discount of $0.20 per unit, or $3,800,000 in the aggregate, which werewas 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 an initial business combination), payable to the underwriters for deferred underwriting commissions on amounts remaining in the trust account after all redemptions by public shareholders have been met. The deferred underwriting discount will become payable to the underwriters from the amounts held in the trust account solely in the event HVII completes its initial business combination.

As of the date of this Quarterly Report, 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, 2025 filed with the SEC on March 6, 2026. For risks related to the Proposed Business Combination, please pleasesee the “Risk Factors” section of the S-4 Registration Statement. 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.

HVII is a SPAC incorporated in the Cayman Islands on September 27, 2024, formed for the purpose of effecting a merger, amalgamation, share share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (the “Initial Business Combination”). HVII intends to effectuate its Initial Business Combination using cash derived from the proceeds of the IPO and the sale of an aggregate of 690,000 private placement units (each a “Private Placement Unit” and collectively, the “Private Placement Units”) and any sale of securities in connection with its Initial Business Combination, its shares, debt or a combination of cash, shares and debt.

Similarly, if HVII issues debt securities or otherwise incurincurs significant indebtedness, it could result in:

On March 31, 2026, HVII, Merger Sub, and ONE Nuclear entered into an Omnibus Amendment, amending the Business Combination Agreement to extend extend the Outside Date (as defined in the Business Combination Agreement) from March 31, 2026 to June 30, 2026. On June 1, 2026, HVII, Merger Sub and ONE Nuclear entered into an amendment to the Business Combination Agreement (the “Second Omnibus Amendment”). The Second Omnibus Amendment extends the Outside Date for consummating the Business Combination from June 30, 2026 to August 15, 2026.

The obligations of the parties to consummate the Merger and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”) are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of customary closing conditions set forth in the Business Combination Agreement, including: (i) approval of the Transactions by the HVII Public Shareholders and the equityholdersequity holders of ONE Nuclear; (ii) the S-4 Registration Statement having become effective under the Securities Act; (iii) HVII’s shares of Common Stock to be issued in connection with the Transactions will be conditionally approved for listing upon the Closing on Nasdaq subject to any requirement to have a sufficient number of round lot holders of Common Stock; (iv) no governmental authority of competent jurisdiction will have enacted, issued, promulgated, enforced or entered any law or governmental order that is then in effect that makes the Merger illegal or otherwise prevents or prohibits the Closing; (v) no Purchaser Material Adverse Effect or Company Material Adverse Effect (each as defined in the Business Combination Agreement) will have occurred since the date of the Business Combination Agreement that is continuing; and (vi) the Domestication will have been completed. There is no minimum cash condition or financing condition to Closing.

HVII has neither engaged in any operations nor generated any operating revenues to date. The only activities from inception through MarchJune 30, 31, 2026, were organizational activities and those necessary to prepare for the IPO, described below, and identifying a target company for an initial Business Combination after the completion of the IPO. HVII does not expect to generate any operating revenues until after the completion of its Initial Business Combination. It expects to generate non-operating income in the form of interest income from funds held after the IPO. Subsequent to the IPO, HVII has incurred increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, an Initial Business Combination.

For the three months ended MarchJune 31,30, 2026, HVII had net income of $575,611,$915,123, which consisted of interest earned on cash held in the Trust Account of $1,668,676$1,684,089 and interest earned on cash equivalents of $3,879$2,107 offset by $1,096,944$771,073 of general and administrative costs.

For the three months ended MarchJune 31,30, 2025, HVII had net income of $1,018,007,$1,520,514, which consisted of interest earned on cashmarketable securities held in the Trust Account of $1,494,489,$1,953,980 and interest earned on cash equivalents of $12,553$15,444, offset in part by $489,035$448,910 of general and administrative costs.

Excluding funds held in the Trust Account, HVII had approximately $323,217$259,477 in cash and working capital of $600,019$492,278 of working capital at March 31,June 30, 2026.

On December 19, 2025, HVII loaned ONE Nuclear an aggregate principal amount of $300,000 solely to pay expenses incurred in connection with with third-party legal, accounting, and audit services, including, without limitation, expenses related to the preparation, filing, and review of the ONE Nuclear’s financial statements, regulatory filings, and other related corporate and compliance matters. In consideration of HVII’s commitment to make available up to $300,000$316,975 (as amended) for advances thereunder, and additionally to compensate HVII HVII for any and all outstanding advances (including a reasonable rate of interest), ONE Nuclear agreed to pay to HVII a monthly non-refundable non-refundable fee equal to $10,000, which fee shall be fully earned by HVII and paid in-kind in arrears, on the last calendar day of each month until the Maturity Date (as defined below) and on the Maturity Date (to the extent the Maturity Date does not occur on the last calendar day of a month), in each case pro-rated for any partial period. All outstanding and unpaid obligations shall be payable by ONE Nuclear to HVII upon the earliest of (the earliest such date, the “Maturity Date”): (i) JuneAugust 30,15, 2026 (as extended), (ii) the date upon which all or any part of the obligations have been declared or automatically have become due and payable (whether by acceleration or otherwise), and (iii) the date upon which the Proposed Business Combination between ONE Nuclear and HVII or any third-party bridge financing, outside financing or similar capital-raising transaction by ONE Nuclear is consummated. The obligations may be prepaid at any time without penalty.

In order to fund working capital deficiencies or finance transaction costs in connection with an Initial Business Combination, the Sponsor Sponsor or an affiliate of the Sponsor or certain of HVII’s officers and directors may, but are not obligated to, loan HVII funds as may be required. If HVII completes an Initial Business Combination, it may repay such loaned amounts out of the proceeds of the Trust Account released to HVII. In the event that an Initial Business Combination does not close, HVII may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. Up to $2,500,000 of such loans may be convertible into units,HVII Units, at a price of $10.00 per unit,HVII Unit, at the option of the lender. ThoseThe unitsHVII Units would be identical to the Private Placement Units. Except for the foregoing, the terms of such loans by the Sponsor, an affiliate of the Sponsor or HVII’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. HVII does not expect to seek loans from parties other than the Sponsor, an affiliate of the Sponsor or itsHVII’s officers and directors, if any, as HVII does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account.

HVII assessed going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification Topic 205-40, “Basis of Presentation – Going Concern”. HVII has until January 21, 2027 (absent any extensions of such period by the HVII shareholders) to consummate an Initial Business Combination. While HVII intends to complete an Initial Business Combination before the mandatory liquidation date, it is uncertain that the HVII will be able to consummate an Initial Business Combination by that time. time. If an Initial Business Combination is not consummated by that date, there will be a mandatory liquidation and subsequent dissolution of the HVII. Management has determined that the liquidity condition and mandatory liquidation, should an Initial Business Combination not not occur, and potential subsequent dissolution, raises substantial doubt about the HVII’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should HVII be required to liquidate after January 21, 2027.

HVII has no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. HVII does not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. HVII has not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities or purchased any non-financial assets.

HVII does not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement agreement to pay, commencing on January 17, 2025, an aggregate of $15,000 per month for office space, utilities and secretarial and administrative administrative support services, which amount increased to an aggregate of $25,000 per month beginning September 1, 2025, and an agreement to pay Nicholas Geeza, HVII’s chief financial officer, an aggregate of $10,000 per month. HVII began incurring these fees on January 17, 2025, and will continue to incur these fees monthly until the earlier of the completion of its Initial Business Combination and its liquidation. HVII has agreed to pay consulting and advisory fees of $11,000 per month, with a discretionary annual bonus of up to $25,000, to an affiliate of the Sponsor for services related to the execution and consummation of an Initial Business Combination, which payments commenced in September 2025. An aggregate of approximately $9,355 was charged to operations for the three and six months ended MarchJune 31,30, 2026 for such consulting and advisory services. In addition, in January 2025, HVII began to compensate a Vice President of HVII $16,500 per month, with a discretionary annual bonus of up to $165,000, for her services. An aggregate of approximately $121,734, was charged to operations for the three and six months ended MarchJune 31,30, 2026, for such services. Effective March 1, 2026, the CFO, consultant advisor and Vice President agreed to waive further payments for their services to the Company until such time as they may notify the Company otherwise.