[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed financial statements and related disclosures for Hennessy Capital Investment Corp. VII [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements for Hennessy Capital Investment Corp. VII (HVII) as of June 30, 2025, and for the periods ended June 30, 2025, including detailed notes on organization, accounting policies, IPO, private placement, related party transactions, commitments, contingencies, and fair value measurements [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) This section provides a snapshot of HVII's financial position, detailing assets, liabilities, and shareholders' deficit at specific dates Condensed Balance Sheet Data | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :----------------------------------- | :------------------------ | :------------------ | | Cash and cash equivalents | $1,861,192 | $20,005 | | Total current assets | $1,982,233 | $40,834 | | Marketable securities held in Trust Account | $193,308,208 | — | | Total Assets | $195,290,441 | $993,266 | | Total current liabilities | $156,654 | $566,218 | | Total Liabilities | $8,531,654 | $1,016,218 | | Class A ordinary shares subject to possible redemption | $193,308,208 | — | | Total Shareholders' Deficit | $(6,549,421) | $(22,952) | - Significant increase in total assets from **$993,266** at December 31, 2024, to **$195,290,441** at June 30, 2025, primarily due to marketable securities held in the Trust Account following the IPO[10](index=10&type=chunk) - Class A ordinary shares subject to possible redemption increased from **$0** to **$193,308,208**, reflecting the IPO proceeds placed in the Trust Account[10](index=10&type=chunk) [Condensed Statement of Operations](index=5&type=section&id=Condensed%20Statement%20of%20Operations) This section outlines HVII's financial performance, reporting revenues, expenses, and net income over specific periods Condensed Statement of Operations Data | Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :------------------------------------------------ | :------------------------------- | :----------------------------- | | General and administrative costs | $448,910 | $937,945 | | Loss from operations | $(448,910) | $(937,945) | | Interest earned on cash equivalents | $15,444 | $27,997 | | Interest earned on marketable securities held in Trust Account | $1,953,980 | $3,448,469 | | Total other income | $1,969,424 | $3,476,466 | | Net income | $1,520,515 | $2,538,521 | | Basic and diluted net income per ordinary share, Class A ordinary shares | $0.06 | $0.11 | - The company reported net income of **$1,520,515** for the three months and **$2,538,521** for the six months ended June 30, 2025, primarily driven by interest earned on marketable securities in the Trust Account[14](index=14&type=chunk) [Condensed Statement of Changes in Shareholders' Deficit](index=6&type=section&id=Condensed%20Statement%20of%20Changes%20in%20Shareholders%27%20Deficit) This section details the changes in HVII's shareholders' deficit, including net income and share-related transactions Condensed Statement of Changes in Shareholders' Deficit Data | Metric | January 1, 2025 | June 30, 2025 | | :------------------------------------------------ | :-------------- | :------------ | | Total Shareholders' Deficit | $(22,952) | $(6,549,421) | | Sale of Private Placement Units (Class A ordinary shares) | — | $69 | | Fair value of public Share Rights at issuance | — | $1,577,000 | | Accretion for Class A ordinary shares to redemption amount | — | $(15,504,819) | | Net income (six months) | — | $2,538,522 | - Shareholders' Deficit increased significantly from **$(22,952)** at January 1, 2025, to **$(6,549,421)** at June 30, 2025, largely due to the accretion for Class A ordinary shares to redemption amount[16](index=16&type=chunk) - The company recorded **$6,900,000** from the sale of Private Placement Units and recognized **$1,577,000** for the fair value of public Share Rights at issuance[16](index=16&type=chunk) [Condensed Statement of Cash Flows](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) This section presents HVII's cash inflows and outflows from operating, investing, and financing activities Condensed Statement of Cash Flows Data | Cash Flow Activity | Six Months Ended June 30, 2025 | | :------------------------------------ | :----------------------------- | | Net cash used in operating activities | $(811,872) | | Net cash used in investing activities | $(189,859,739) | | Net cash provided by financing activities | $192,512,798 | | Net change in cash and cash equivalents | $1,841,187 | | Cash and cash equivalents, end of the period | $1,861,192 | - Operating activities used **$811,872** in cash, primarily due to adjustments reconciling net income to cash flow, including interest earned on marketable securities held in the Trust Account[18](index=18&type=chunk) - Investing activities resulted in a net cash outflow of **$189,859,739**, mainly from the investment of cash into the Trust Account[18](index=18&type=chunk) - Financing activities provided **$192,512,798**, driven by proceeds from the sale of Units and Private Placement Units, net of underwriting discounts[18](index=18&type=chunk) [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the condensed financial statements [NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS](index=8&type=section&id=NOTE%201%20%E2%80%94%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) This note describes HVII's formation, IPO, private placement, and business combination objectives - Hennessy Capital Investment Corp. VII (HVII) is a blank check company incorporated on September 27, 2024, for the purpose of effecting a business combination[20](index=20&type=chunk) - On January 21, 2025, HVII consummated its Initial Public Offering (IPO) of **19,000,000 units** at **$10.00 per unit**, generating gross proceeds of **$190,000,000**[22](index=22&type=chunk) - Simultaneously with the IPO, HVII sold **690,000 private placement units** at **$10.00 per unit**, generating **$6,900,000**, with the Sponsor and Underwriters as purchasers[23](index=23&type=chunk) - Transaction costs for the IPO amounted to **$12,656,782**, including cash underwriting fees, deferred underwriting fees, and other offering costs[24](index=24&type=chunk) - Substantially all net proceeds are intended for a Business Combination, which must have a fair market value of at least **80%** of the Trust Account's net balance[25](index=25&type=chunk)[26](index=26&type=chunk) - As of June 30, 2025, HVII had cash and cash equivalents of **$1,861,192** and working capital of **$1,825,579**, with sufficient funds for working capital needs for at least one year[34](index=34&type=chunk) [NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=NOTE%202%20%E2%80%94%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the key accounting principles and methods used in preparing HVII's financial statements - The unaudited condensed financial statements are prepared in accordance with GAAP for interim financial information and SEC rules, with certain disclosures condensed or omitted[36](index=36&type=chunk) - HVII is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[38](index=38&type=chunk)[39](index=39&type=chunk) - Marketable securities held in the Trust Account are classified as held-to-maturity and recorded at amortized cost, or as trading securities when comprised of money market securities[44](index=44&type=chunk) - Offering costs allocated to Class A ordinary shares subject to possible redemption were charged to temporary equity, while those allocated to Share Rights were charged to shareholders' deficit[46](index=46&type=chunk) - HVII is an exempted Cayman Islands company and is not subject to income taxes in the Cayman Islands or the United States, resulting in a zero tax provision[52](index=52&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity at redemption value, with changes recognized immediately[54](index=54&type=chunk) [NOTE 3 — INITIAL PUBLIC OFFERING](index=16&type=section&id=NOTE%203%20%E2%80%94%20INITIAL%20PUBLIC%20OFFERING) This note details the terms and proceeds of HVII's Initial Public Offering, including unit structure - On January 21, 2025, HVII sold **19,000,000 Units** in its IPO, including a partial exercise of the over-allotment option, at **$10.00 per Unit**[61](index=61&type=chunk) - Each Unit consists of one Class A ordinary share and one Share Right, entitling the holder to receive one-twelfth (1/12) of one Class A ordinary share upon Business Combination[61](index=61&type=chunk) [NOTE 4 — PRIVATE PLACEMENT](index=16&type=section&id=NOTE%204%20%E2%80%94%20PRIVATE%20PLACEMENT) This note describes the private placement of units to the Sponsor and Underwriters, including transfer restrictions - Simultaneously with the IPO, the Sponsor and Underwriters purchased **690,000 Private Placement Units** at **$10.00 each**, totaling **$6,900,000**[62](index=62&type=chunk) - Private Placement Units are subject to transfer restrictions until **30 days** after a Business Combination and grant certain registration rights[63](index=63&type=chunk) - The Sponsor, officers, and directors waived redemption rights for their founder shares, private placement shares, and public shares in connection with a Business Combination[65](index=65&type=chunk) [NOTE 5 — RELATED PARTY TRANSACTIONS](index=17&type=section&id=NOTE%205%20%E2%80%94%20RELATED%20PARTY%20TRANSACTIONS) This note discloses transactions and arrangements between HVII and its related parties, including the Sponsor - The Sponsor initially received **5,750,000 founder shares** for **$25,000** and an additional **958,333 founder shares** for no consideration, subject to forfeiture[66](index=66&type=chunk) - After partial exercise of the over-allotment option and forfeiture, the Sponsor holds **5,203,333 founder shares**[66](index=66&type=chunk) - Founder shares were transferred to the CFO, COO, and independent directors for **$0.004 per share**, with a fair value of **$0.99 per share**, recognized as compensation expense upon probable occurrence of a Business Combination[67](index=67&type=chunk) - The Sponsor loaned the Company up to **$250,000** via a non-interest bearing Promissory Note, which was fully repaid on January 21, 2025[71](index=71&type=chunk) - HVII pays **$15,000 per month** to the Sponsor for administrative services and **$10,000 per month** to the CFO for services[73](index=73&type=chunk)[74](index=74&type=chunk) [NOTE 6 — COMMITMENTS AND CONTINGENCIES](index=19&type=section&id=NOTE%206%20%E2%80%94%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines HVII's contractual obligations, potential liabilities, and geopolitical risks - Geopolitical instability (Russia-Ukraine, Israel-Hamas, Israel-Iran conflicts) and U.S. tariff policies pose risks to HVII's search for a Business Combination and potential target businesses[76](index=76&type=chunk)[77](index=77&type=chunk) - Holders of founder shares, Private Placement Units, and Working Capital Loans have registration rights for their securities[78](index=78&type=chunk) - Underwriters received a **$3,800,000** cash underwriting discount and are entitled to a deferred underwriting discount of up to **$7,600,000**, payable upon completion of a Business Combination[80](index=80&type=chunk) - Deferred legal fees totaled **$775,000** as of June 30, 2025, payable upon consummation of a Business Combination and classified as a non-current liability[82](index=82&type=chunk) [NOTE 7 — SHAREHOLDERS' DEFICIT](index=20&type=section&id=NOTE%207%20%E2%80%94%20SHAREHOLDERS%27%20DEFICIT) This note details HVII's authorized and outstanding share capital, including Class A and Class B ordinary shares - HVII is authorized to issue **1,000,000 preference shares**, **200,000,000 Class A ordinary shares**, and **20,000,000 Class B ordinary shares**[83](index=83&type=chunk)[84](index=84&type=chunk)[85](index=85&type=chunk) - As of June 30, 2025, there were **690,000 Class A ordinary shares** and **6,333,333 Class B ordinary shares** issued and outstanding (excluding redeemable Class A shares)[84](index=84&type=chunk)[85](index=85&type=chunk) - Founder shares (Class B ordinary shares) automatically convert to Class A ordinary shares on a one-for-one basis upon Business Combination, subject to certain adjustments[86](index=86&type=chunk) - Holders of Class B ordinary shares have exclusive voting rights on director appointments/removals and continuation in a different jurisdiction prior to a Business Combination[89](index=89&type=chunk) - Each Share Right entitles the holder to receive one-twelfth (1/12) of one Class A ordinary share upon consummation of a Business Combination, but will expire worthless if HVII fails to complete a Business Combination[90](index=90&type=chunk) [NOTE 8 — FAIR VALUE MEASUREMENTS](index=21&type=section&id=NOTE%208%20%E2%80%94%20FAIR%20VALUE%20MEASUREMENTS) This note explains HVII's fair value hierarchy and the valuation of assets and liabilities, particularly Trust Account securities - HVII uses a fair value hierarchy (Level 1, 2, 3) to classify assets and liabilities based on observable and unobservable inputs[91](index=91&type=chunk)[92](index=92&type=chunk) - As of June 30, 2025, assets in the Trust Account were **$193,308,208**, held in a money market account (Level 1 fair value)[94](index=94&type=chunk)[95](index=95&type=chunk) - The fair value of Share Rights issued in the IPO was **$1,577,000**, or **$0.083 per Share Right**, classified within shareholders' deficit and not subject to remeasurement[95](index=95&type=chunk) [NOTE 9 — SEGMENT REPORTING](index=22&type=section&id=NOTE%209%20%E2%80%94%20SEGMENT%20REPORTING) This note clarifies that HVII operates as a single reportable segment, with the CFO as the primary decision-maker - HVII operates as a single reportable segment, with the Chief Financial Officer (CODM) reviewing overall assets, operating results, and financial metrics[97](index=97&type=chunk) - The CODM monitors interest earned on the Trust Account and general and administrative costs to manage shareholder value, investment strategy, and capital availability for a Business Combination[100](index=100&type=chunk) [NOTE 10 — SUBSEQUENT EVENTS](index=23&type=section&id=NOTE%2010%20%E2%80%94%20SUBSEQUENT%20EVENTS) This note confirms no material events occurred after the balance sheet date requiring disclosure - No subsequent events requiring adjustment or disclosure were identified after the balance sheet date up to the issuance of the unaudited condensed financial statements[102](index=102&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on HVII's financial condition and results of operations, including forward-looking statements, an overview of its SPAC nature, factors affecting its performance, detailed results of operations, liquidity and capital resources, and contractual obligations, highlighting the company's focus on completing a business combination and related financial activities [Special Note Regarding Forward Looking Statements](index=24&type=section&id=Special%20Note%20Regarding%20Forward%20Looking%20Statements) This section highlights that the report contains forward-looking statements subject to risks and uncertainties that may cause actual results to differ materially - The report contains forward-looking statements regarding HVII's future expectations, hopes, beliefs, intentions, or strategies, which are not guarantees of future performance[105](index=105&type=chunk)[106](index=106&type=chunk) - Actual results may differ materially due to various risks and uncertainties, including HVII's ability to select a target, complete a business combination, and retain key personnel[106](index=106&type=chunk)[107](index=107&type=chunk) [Overview](index=25&type=section&id=Overview) This section provides an overview of HVII as a SPAC, its formation, and its objective to effect a business combination - HVII is a SPAC formed on September 27, 2024, to effect a business combination using proceeds from its IPO, private placement units, and potentially additional securities or debt[109](index=109&type=chunk) - Issuance of additional ordinary shares or incurring significant indebtedness in a business combination could dilute public shareholders, subordinate rights, cause a change of control, or adversely affect market prices[110](index=110&type=chunk)[112](index=112&type=chunk) [Factors That May Adversely Affect HVII's Results of Operations](index=26&type=section&id=Factors%20That%20May%20Adversely%20Affect%20HVII%27s%20Results%20of%20Operations) This section discusses economic uncertainty and geopolitical instability as key factors that may negatively impact HVII's operations and ability to complete a business combination - HVII's operations and ability to complete a business combination are susceptible to economic uncertainty and volatility, including geopolitical instability (Ukraine, Middle East conflicts) and changes in financial markets[114](index=114&type=chunk) - These factors could negatively impact HVII's search for a target business and the consummation of a business combination[114](index=114&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) This section details HVII's financial performance, primarily driven by interest income from the Trust Account offset by administrative costs - HVII has not generated operating revenues to date, with activities focused on organizational efforts and the IPO[115](index=115&type=chunk) Results of Operations Summary | Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :------------------------------------------------ | :------------------------------- | :----------------------------- | | Net income | $1,520,515 | $2,538,521 | | Interest earned on marketable securities held in Trust Account | $1,953,980 | $3,448,469 | | General and administrative costs | $448,910 | $937,945 | - Net income is primarily derived from interest earned on marketable securities held in the Trust Account, offset by general and administrative costs[116](index=116&type=chunk)[117](index=117&type=chunk) [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses HVII's sources and uses of cash, including IPO proceeds, Trust Account investments, and funding for operational expenses and potential business combinations - HVII's liquidity prior to the IPO was limited to initial Class B share purchases and sponsor loans, which were repaid[119](index=119&type=chunk) - Following the IPO and private placement, **$190,000,000** was placed in the Trust Account, and HVII incurred **$12,656,782** in transaction costs[120](index=120&type=chunk)[121](index=121&type=chunk) - Funds in the Trust Account are primarily for the business combination, while funds outside are for identifying targets, due diligence, and operational expenses[122](index=122&type=chunk)[123](index=123&type=chunk) - The Sponsor or affiliates may provide Working Capital Loans, convertible into Private Placement Units, to finance transaction costs[124](index=124&type=chunk) - HVII may need additional financing for a business combination if current funds are insufficient or if a significant number of public shares are redeemed[126](index=126&type=chunk) [Off-Balance Sheet Financing Arrangements](index=28&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) This section confirms that HVII has no off-balance sheet arrangements as of the reporting date - As of June 30, 2025, HVII has no obligations, assets, or liabilities considered off-balance sheet arrangements[127](index=127&type=chunk) [Contractual Obligations](index=28&type=section&id=Contractual%20Obligations) This section outlines HVII's contractual commitments, including administrative fees and deferred underwriting discounts - HVII has no long-term debt, capital lease, or operating lease obligations, other than monthly administrative fees of **$15,000** to the Sponsor and **$10,000** to the CFO[128](index=128&type=chunk) - A deferred underwriting discount of up to **$7,600,000** is payable to underwriters upon completion of a business combination[129](index=129&type=chunk) [Critical Accounting Estimates](index=28&type=section&id=Critical%20Accounting%20Estimates) This section states that HVII has not identified any critical accounting estimates requiring significant judgment - HVII has not identified any critical accounting estimates that require significant judgment and could materially differ from actual results[130](index=130&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, HVII is exempt from providing quantitative and qualitative disclosures about market risk - HVII is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[131](index=131&type=chunk) [Item 4. Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of HVII's disclosure controls and procedures and reports on any changes in internal control over financial reporting, concluding that disclosure controls were effective as of June 30, 2025, and no material changes to internal controls occurred during the quarter [Evaluation of Disclosure Controls and Procedures](index=29&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section confirms the effectiveness of HVII's disclosure controls and procedures as evaluated by certifying officers - HVII's Certifying Officers evaluated the effectiveness of disclosure controls and procedures as of June 30, 2025, and concluded they were effective[132](index=132&type=chunk) - Disclosure controls provide reasonable, not absolute, assurance that objectives are met, acknowledging inherent limitations and resource constraints[133](index=133&type=chunk) [Changes in Internal Control over Financial Reporting](index=29&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section reports on the absence of material changes to HVII's internal control over financial reporting during the most recent fiscal quarter - There were no changes in HVII's internal control over financial reporting during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[134](index=134&type=chunk) [PART II - OTHER INFORMATION](index=30&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section provides additional information beyond financial statements, covering legal, risk, and other disclosures [Item 1. Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) HVII's management reports no pending litigation against the company, its officers, or directors as of the date of this Quarterly Report - To the knowledge of HVII's management, there is no litigation currently pending against HVII, its officers, or directors[136](index=136&type=chunk) [Item 1A. Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) This section updates the risk factors previously disclosed, emphasizing the potential adverse effects of changes in international trade policies, tariffs, and treaties on HVII's search for a business combination target or the performance of a post-business combination company - No material changes to risk factors were disclosed since the Annual Report on Form 10-K, except for the detailed discussion on international trade policies and tariffs[137](index=137&type=chunk) - Changes in international trade policies, tariffs, and treaties could materially affect HVII's ability to find a suitable business combination target or the performance of a post-business combination company[138](index=138&type=chunk)[140](index=140&type=chunk) - Uncertainty regarding future trade policies and tariffs may reduce the pool of potential target companies and adversely affect the market value of the post-business combination company's securities[139](index=139&type=chunk)[141](index=141&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section confirms no unregistered equity sales or use of proceeds during the reporting period - No unregistered sales of equity securities or use of proceeds occurred[142](index=142&type=chunk) [Item 3. Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section confirms no defaults on senior securities occurred during the reporting period - No defaults upon senior securities occurred[143](index=143&type=chunk) [Item 4. Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable to HVII's operations - Mine safety disclosures are not applicable to HVII[144](index=144&type=chunk) [Item 5. Other Information](index=32&type=section&id=Item%205.%20Other%20Information) This section reports on director and officer trading arrangements during the quarter - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025[145](index=145&type=chunk) [Item 6. Exhibits](index=32&type=section&id=Item%206.%20Exhibits) This section lists all documents filed as exhibits to the Quarterly Report on Form 10-Q - Exhibits include the Amended and Restated Memorandum and Articles of Association, CEO and CFO certifications (31.1*, 31.2*, 32.1**, 32.2**), and Inline XBRL documents (101.INS*, 101.SCH*, 101.CAL*, 101.LAB*, 101.PRE*, 101.DEF*, 104*)[146](index=146&type=chunk) [Signatures](index=33&type=section&id=Signatures) This section provides the official signatures of HVII's authorized officers, certifying the report's accuracy - The report is duly signed on behalf of Hennessy Capital Investment Corp. VII by Daniel J. Hennessy, Chairman of the Board of Directors and Chief Executive Officer, and Nicholas Geeza, Executive Vice President, Chief Financial Officer and Secretary, on August 13, 2025[149](index=149&type=chunk)[150](index=150&type=chunk)

PART I - FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents HVII's unaudited condensed financial statements as of March 31, 2025, and for the three months then ended, along with comprehensive explanatory notes [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) | Metric | March 31, 2025 (Unaudited) | December 31, 2024 | | :----------------------------------- | :------------------------- | :------------------ | | Cash and cash equivalents | $2,044,292 | $20,005 | | Total current assets | $2,210,643 | $40,834 | | Marketable securities held in Trust Account | $191,494,489 | — | | Total Assets | $193,708,570 | $993,266 | | Total current liabilities | $145,297 | $566,218 | | Total Liabilities | $8,470,297 | $1,016,218 | | Class A ordinary shares subject to possible redemption | $191,419,764 | — | | Total Shareholders' Deficit | $(6,181,491) | $(22,952) | - The company's total assets significantly increased from **$993,266** at December 31, 2024, to **$193,708,570** at March 31, 2025, primarily due to the proceeds from the Initial Public Offering and Private Placement Units, with **$191,494,489** placed in the Trust Account[10](index=10&type=chunk) - Shareholders' Deficit increased from **$(22,952)** at December 31, 2024, to **$(6,181,491)** at March 31, 2025, reflecting the impact of the IPO and related accounting adjustments[10](index=10&type=chunk) [Condensed Statement of Operations](index=5&type=section&id=Condensed%20Statement%20of%20Operations) | Metric | For the Three Months Ended March 31, 2025 (Unaudited) | | :------------------------------------------ | :---------------------------------------------------- | | General and administrative costs | $489,035 | | Loss from operations | $(489,035) | | Interest earned on cash equivalents | $12,553 | | Interest earned on marketable securities held in Trust Account | $1,494,489 | | Total other income | $1,507,042 | | Net income | $1,018,007 | | Basic and diluted net income per ordinary share, Class A ordinary shares | $0.05 | | Basic and diluted net income per ordinary share, Class B ordinary shares | $0.05 | - The company reported a net income of **$1,018,007** for the three months ended March 31, 2025, primarily driven by interest earned on marketable securities held in the Trust Account (**$1,494,489**), offsetting general and administrative costs[14](index=14&type=chunk) [Condensed Statement of Changes in Shareholders' Deficit](index=6&type=section&id=Condensed%20Statement%20of%20Changes%20in%20Shareholders'%20Deficit) | Item | January 1, 2025 Balance | March 31, 2025 Balance | | :------------------------------------------ | :---------------------- | :--------------------- | | Class A Ordinary Shares (Shares) | — | 690,000 | | Class A Ordinary Shares (Amount) | $— | $69 | | Class B Ordinary Shares (Shares) | 6,708,333 | 6,333,333 | | Class B Ordinary Shares (Amount) | $671 | $633 | | Additional Paid-in Capital | $24,329 | $— | | Accumulated Deficit | $(47,952) | $(6,182,193) | | Total Shareholders' Deficit | $(22,952) | $(6,181,491) | - The total shareholders' deficit increased significantly from **$(22,952)** at January 1, 2025, to **$(6,181,491)** at March 31, 2025, primarily due to accretion for Class A ordinary shares to redemption amount (**$15,504,819**) and net income (**$1,018,007**), alongside the sale of Private Placement Units and forfeiture of founder shares[16](index=16&type=chunk) [Condensed Statement of Cash Flows](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) | Cash Flow Activity | For the Three Months Ended March 31, 2025 (Unaudited) | | :-------------------------------- | :---------------------------------------------------- | | Net cash used in operating activities | $(488,511) | | Net cash used in investing activities | $(190,000,000) | | Net cash provided by financing activities | $192,512,798 | | Net change in cash and cash equivalents | $2,024,287 | | Cash and cash equivalents, end of the period | $2,044,292 | - The company experienced a net increase in cash and cash equivalents of **$2,024,287**, ending the period with **$2,044,292**. This was driven by significant financing activities from the IPO and private placement, offset by investment into the Trust Account[19](index=19&type=chunk) [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) [NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS](index=8&type=section&id=NOTE%201%20%E2%80%94%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) - Hennessy Capital Investment Corp. VII (HVII) is a blank check company incorporated on September 27, 2024, for the purpose of effecting a business combination[21](index=21&type=chunk) - The company consummated its Initial Public Offering (IPO) on January 21, 2025, selling **19,000,000** units at **$10.00** per unit, generating **$190,000,000** gross proceeds, including a partial exercise of the over-allotment option[23](index=23&type=chunk) - Simultaneously with the IPO, HVII sold **690,000** private placement units at **$10.00** each, generating **$6,900,000** gross proceeds, with the Sponsor and underwriters as purchasers[24](index=24&type=chunk) - Transaction costs for the IPO amounted to **$12,656,782**, comprising cash underwriting fees, deferred underwriting fees, and other offering costs[25](index=25&type=chunk) - Substantially all net proceeds from the IPO and private placement are intended for a Business Combination, with **$190,000,000** placed in a Trust Account to be invested in U.S. government treasury obligations or money market funds[26](index=26&type=chunk)[29](index=29&type=chunk) - Public shareholders have redemption rights upon completion of a Business Combination or if the company fails to complete one within the Completion Window (**24 months** from IPO closing)[30](index=30&type=chunk)[31](index=31&type=chunk) - The Sponsor and officers/directors have waived redemption rights for their founder shares and private placement shares and agreed to vote in favor of a Business Combination[33](index=33&type=chunk) - As of March 31, 2025, HVII had cash and cash equivalents of **$2,044,292** and working capital of **$2,065,346**, with sufficient funds for working capital needs for at least one year[35](index=35&type=chunk) [NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=NOTE%202%20%E2%80%94%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - The unaudited condensed financial statements are prepared in accordance with GAAP for interim financial information and SEC rules, with certain disclosures condensed or omitted[37](index=37&type=chunk) - HVII is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised financial accounting standards[39](index=39&type=chunk)[40](index=40&type=chunk) - Cash equivalents include short-term investments with original maturities of **three months** or less; as of March 31, 2025, cash equivalents were **$2,044,292**[44](index=44&type=chunk) - Marketable securities held in the Trust Account (**$191,494,489** as of March 31, 2025) are classified as held-to-maturity (U.S. Treasury securities) or trading securities (money market funds)[45](index=45&type=chunk) - Offering costs allocated to Class A ordinary shares subject to redemption were charged to temporary equity, while those allocated to Share Rights were charged to shareholders' deficit[47](index=47&type=chunk) - The company is an exempted Cayman Islands company and is not subject to income taxes in the Cayman Islands or the United States, resulting in a **zero** tax provision[53](index=53&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity and adjusted to redemption value at each reporting period end[55](index=55&type=chunk) Class A Ordinary Shares Subject to Possible Redemption Reconciliation (March 31, 2025) | Item | Amount | | :------------------------------------------ | :------------- | | Gross proceeds | $190,000,000 | | Less: Proceeds allocated to Share Rights | $(1,577,000) | | Less: Class A ordinary shares issuance costs | $(12,508,055) | | Plus: Remeasurement to redemption value | $15,504,819 | | **Total Class A ordinary shares subject to possible redemption** | **$191,419,764** | - Net income per ordinary share (basic and diluted) for Class A and Class B ordinary shares was **$0.05** for the three months ended March 31, 2025[57](index=57&type=chunk) [NOTE 3 — INITIAL PUBLIC OFFERING](index=15&type=section&id=NOTE%203%20%E2%80%94%20INITIAL%20PUBLIC%20OFFERING) - On January 21, 2025, HVII sold **19,000,000** Units in its IPO, including a partial exercise of the over-allotment option, at **$10.00** per Unit[61](index=61&type=chunk) - Each Unit consists of one Class A ordinary share and one Share Right, entitling the holder to receive **one-twelfth (1/12)** of one Class A ordinary share upon consummation of a Business Combination[61](index=61&type=chunk) [NOTE 4 — PRIVATE PLACEMENT](index=15&type=section&id=NOTE%204%20%E2%80%94%20PRIVATE%20PLACEMENT) - Simultaneously with the IPO, the Sponsor and Underwriters purchased **690,000** Private Placement Units at **$10.00** per unit, totaling **$6,900,000**[62](index=62&type=chunk) - Private Placement Units are identical to IPO Units but have transfer restrictions until **30 days** after a Business Combination and include certain registration rights[63](index=63&type=chunk) - The Sponsor and officers/directors have waived redemption rights for their founder shares and private placement shares and agreed to vote in favor of a Business Combination[65](index=65&type=chunk) [NOTE 5 — RELATED PARTY TRANSACTIONS](index=16&type=section&id=NOTE%205%20%E2%80%94%20RELATED%20PARTY%20TRANSACTIONS) - The Sponsor initially received **5,750,000** founder shares for **$25,000** and an additional **958,333** founder shares for no additional consideration on January 10, 2025[66](index=66&type=chunk) - Due to the partial exercise of the over-allotment option, **375,000** founder shares were forfeited, resulting in the Sponsor holding **5,203,333** founder shares as of March 31, 2025[66](index=66&type=chunk) - Founder shares were transferred to the CFO, COO, and independent directors for **$0.004** per share, with a fair value of **$0.99** per share, recognized as share-based compensation when the performance condition (Business Combination) is probable[67](index=67&type=chunk) - A Promissory Note from the Sponsor for up to **$250,000** for IPO expenses was fully repaid on January 21, 2025, with **$0** outstanding as of March 31, 2025[71](index=71&type=chunk) - The Sponsor or affiliates may provide Working Capital Loans up to **$2,500,000**, convertible into Private Placement Units, to finance transaction costs for a Business Combination; no such loans were outstanding as of March 31, 2025[72](index=72&type=chunk) - HVII pays **$15,000** per month to the Sponsor for administrative services and **$10,000** per month to the CFO for services, commencing January 17, 2025[73](index=73&type=chunk)[74](index=74&type=chunk) [NOTE 6 — COMMITMENTS AND CONTINGENCIES](index=18&type=section&id=NOTE%206%20%E2%80%94%20COMMITMENTS%20AND%20CONTINGENCIES) - Geopolitical instability (Russia-Ukraine, Israel-Hamas conflicts) and U.S. tariff policies could adversely affect HVII's search for a Business Combination and the performance of any target business[76](index=76&type=chunk)[77](index=77&type=chunk) - Holders of founder shares, Private Placement Units, and related securities have registration rights, entitling them to require HVII to register the sale of their securities[78](index=78&type=chunk) - Underwriters partially exercised their over-allotment option for **1,500,000** Units on January 21, 2025, forfeiting the remaining **1,125,000** Units[79](index=79&type=chunk) - A deferred underwriting discount of up to **$7,600,000** is payable to underwriters from the Trust Account upon completion of a Business Combination, subject to reduction based on redemptions[80](index=80&type=chunk) - Deferred legal fees totaled **$725,000** as of March 31, 2025, classified as a non-current liability, payable upon consummation of a Business Combination[82](index=82&type=chunk) [NOTE 7 — SHAREHOLDERS' DEFICIT](index=19&type=section&id=NOTE%207%20%E2%80%94%20SHAREHOLDERS'%20DEFICIT) - HVII is authorized to issue **1,000,000** preference shares and **200,000,000** Class A ordinary shares; **690,000** Class A ordinary shares were issued/outstanding (excluding redeemable shares) as of March 31, 2025[83](index=83&type=chunk)[84](index=84&type=chunk) - HVII is authorized to issue **20,000,000** Class B ordinary shares; **6,333,333** Class B ordinary shares were issued/outstanding as of March 31, 2025, after forfeiture of **375,000** founder shares[85](index=85&type=chunk) - Founder shares (Class B) automatically convert to Class A ordinary shares on a **one-for-one** basis upon Business Combination, subject to anti-dilution adjustments[86](index=86&type=chunk) - Holders of Class A and Class B ordinary shares are entitled to **one vote per share**, but prior to a Business Combination, only Class B holders vote on director appointments/removals and continuation in other jurisdictions[89](index=89&type=chunk) - Each Share Right automatically converts to **one-twelfth (1/12)** of one Class A ordinary share upon Business Combination; Share Rights expire worthless if a Business Combination is not completed within the required timeframe[90](index=90&type=chunk) [NOTE 8 — FAIR VALUE MEASUREMENTS](index=20&type=section&id=NOTE%208%20%E2%80%94%20FAIR%20VALUE%20MEASUREMENTS) - The fair value of HVII's financial assets and liabilities approximates their carrying amounts due to their short-term nature[48](index=48&type=chunk) - Assets held in the Trust Account as of March 31, 2025, were **$191,494,489**, primarily in a money market account, classified as **Level 1** in the fair value hierarchy[94](index=94&type=chunk)[95](index=95&type=chunk) Fair Value of Share Rights at Issuance (January 21, 2025) | Metric | Value | | :-------------------------- | :---- | | Underlying share price | $9.91 | | Pre-adjusted value per share right | $0.83 | | Market adjustment | 10.0% | | Fair Value per share right | $0.083 | - The fair value of Share Rights issued in the IPO was **$1,577,000** (**$0.083** per Share Right) as of January 21, 2025, classified under equity treatment and not requiring remeasurement[95](index=95&type=chunk) [NOTE 9 — SEGMENT REPORTING](index=21&type=section&id=NOTE%209%20%E2%80%94%20SEGMENT%20REPORTING) - HVII operates as a **single reportable segment**, with the Chief Financial Officer (CODM) reviewing overall assets, operating results, and financial metrics[97](index=97&type=chunk) - Key metrics reviewed by the CODM include general and administrative costs (**$489,035** for Q1 2025) and interest earned on marketable securities held in the Trust Account (**$1,494,489** for Q1 2025)[100](index=100&type=chunk) [NOTE 10 — SUBSEQUENT EVENTS](index=22&type=section&id=NOTE%2010%20%E2%80%94%20SUBSEQUENT%20EVENTS) - The company did not identify any subsequent events requiring adjustment or disclosure in the unaudited condensed financial statements up to the date of issuance[102](index=102&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses HVII's financial condition and operational results, including forward-looking statements, risk factors, liquidity, and critical accounting estimates for the three months ended March 31, 2025 [Special Note Regarding Forward Looking Statements](index=23&type=section&id=Special%20Note%20Regarding%20Forward%20Looking%20Statements) - The report contains forward-looking statements regarding HVII's future performance, financial condition, and industry developments, which are not guarantees and may differ materially from actual results due to various risks and uncertainties[104](index=104&type=chunk)[105](index=105&type=chunk) - Key risks include HVII's ability to select and complete a business combination, obtain additional financing, and potential conflicts of interest among officers and directors[106](index=106&type=chunk) [Overview](index=24&type=section&id=Overview) - HVII is a Cayman Islands-incorporated SPAC formed on September 27, 2024, to effect a business combination using IPO proceeds, private placement funds, and potentially additional securities or debt[108](index=108&type=chunk) - Issuance of additional ordinary shares in a business combination could significantly dilute public shareholders, subordinate rights if preference shares are issued, cause a change of control, or adversely affect market prices[111](index=111&type=chunk) - Incurring significant indebtedness could lead to default, acceleration of obligations, inability to pay dividends, and limitations on financial flexibility[109](index=109&type=chunk)[115](index=115&type=chunk) [Factors That May Adversely Affect HVII's Results of Operations](index=25&type=section&id=Factors%20That%20May%20Adversely%20Affect%20HVII's%20Results%20of%20Operations) - HVII's operations and ability to complete a business combination may be adversely affected by economic uncertainty, financial market volatility, and geopolitical instability, such as the conflicts in Ukraine and the Middle East[112](index=112&type=chunk) [Results of Operations](index=25&type=section&id=Results%20of%20Operations) - HVII has not generated operating revenues to date, with activities focused on organizational efforts and the IPO[113](index=113&type=chunk) - For the three months ended March 31, 2025, HVII reported a net income of **$1,018,007**, primarily from **$1,494,489** in interest earned on marketable securities in the Trust Account, offset by **$489,035** in general and administrative costs[114](index=114&type=chunk) [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) - Following the IPO and private placement on January 21, 2025, HVII raised gross proceeds of **$190,000,000** and **$6,900,000**, respectively, with **$190,000,000** placed in the Trust Account[117](index=117&type=chunk)[118](index=118&type=chunk) - Transaction costs amounted to **$12,656,782**, including cash and deferred underwriting fees and other offering costs[118](index=118&type=chunk) - Funds in the Trust Account are primarily intended for a business combination, while funds outside the Trust Account are used for identifying and evaluating target businesses, due diligence, and operational expenses[119](index=119&type=chunk)[120](index=120&type=chunk) - The Sponsor or affiliates may provide working capital loans, convertible into units, to finance transaction costs, but no such loans were outstanding[121](index=121&type=chunk) - HVII may need additional financing to complete a business combination or meet redemption obligations, potentially through equity, equity-linked securities, or debt, which could result in material dilution for public shareholders[123](index=123&type=chunk) [Off-Balance Sheet Financing Arrangements](index=27&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) - As of March 31, 2025, HVII has no off-balance sheet obligations, assets, or liabilities[124](index=124&type=chunk) [Contractual Obligations](index=27&type=section&id=Contractual%20Obligations) - HVII has an agreement to pay **$15,000** per month for office space and administrative support to the Sponsor and **$10,000** per month to its CFO, commencing January 17, 2025, until a business combination or liquidation[125](index=125&type=chunk) - A deferred underwriting discount of up to **$7,600,000** is payable to underwriters upon completion of a business combination[126](index=126&type=chunk) [Critical Accounting Estimates](index=27&type=section&id=Critical%20Accounting%20Estimates) - HVII has not identified any critical accounting estimates[127](index=127&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, HVII is exempt from providing quantitative and qualitative disclosures about market risk - HVII is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[128](index=128&type=chunk) [Item 4. Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of HVII's disclosure controls and procedures and reports on any changes in internal control over financial reporting - HVII's Certifying Officers concluded that the company's disclosure controls and procedures were effective as of March 31, 2025[129](index=129&type=chunk) - No changes in internal control over financial reporting occurred during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, HVII's internal control over financial reporting[131](index=131&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) HVII's management reports no pending litigation against the company or its officers and directors - To the knowledge of HVII's management, there is no litigation currently pending against HVII, its officers, or directors[133](index=133&type=chunk) [Item 1A. Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) This section updates the risk factors, highlighting the potential adverse effects of changes in international trade policies, tariffs, and treaties on HVII's search for a business combination target or the performance of a post-business combination company - Changes in international trade policies, tariffs, and treaties, including those implemented by the U.S. and retaliatory measures by other countries, may materially adversely affect HVII's search for a business combination target or the performance of a post-business combination company[135](index=135&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk) - Such changes could reduce the pool of potential target companies, making it costly or impractical to complete a business combination, and adversely affect the market value of the post-business combination company's securities[138](index=138&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the unregistered sales of equity securities, specifically the issuance and transfers of Class B ordinary shares (founder shares) and the private placement of units, along with the use of proceeds from the initial public offering - HVII's sponsor purchased **5,750,000** Class B ordinary shares for **$25,000** on October 8, 2024, and received an additional **958,333** Class B ordinary shares on January 10, 2025, for no additional consideration[139](index=139&type=chunk) - Class B ordinary shares were transferred to HVII's CFO, COO, and independent directors in December 2024 and January 2025[139](index=139&type=chunk) - The company consummated its IPO on January 21, 2025, selling **19,000,000** units at **$10.00** per unit, generating **$190,000,000** gross proceeds[140](index=140&type=chunk) - Simultaneously, **690,000** private placement units were sold at **$10.00** per unit, generating **$6,900,000** gross proceeds, purchased by the sponsor and underwriters under a Section 4(a)(2) exemption[141](index=141&type=chunk) - Underwriters received a **$3,800,000** cash underwriting discount and are entitled to a deferred underwriting discount of up to **$7,600,000**, payable upon completion of a business combination[142](index=142&type=chunk) [Item 3. Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) HVII reports no defaults upon senior securities - There are no defaults upon senior securities[144](index=144&type=chunk) [Item 4. Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to HVII - Mine Safety Disclosures are not applicable to HVII[145](index=145&type=chunk) [Item 5. Other Information](index=31&type=section&id=Item%205.%20Other%20Information) This section confirms that no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the three months ended March 31, 2025 - No director or officer of HVII adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement' during the three months ended March 31, 2025[146](index=146&type=chunk) [Item 6. Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q, including agreements related to underwriting, corporate governance, trust management, registration rights, and certifications - The report includes various exhibits such as the Underwriting Agreement, Amended and Restated Memorandum and Articles of Association, Share Rights Agreement, Investment Management Trust Agreement, Registration Rights Agreement, Administrative Support Agreement, and certifications by the CEO and CFO[147](index=147&type=chunk) [Signatures](index=33&type=section&id=Signatures) This section contains the duly authorized signatures of HVII's Chairman of the Board of Directors and Chief Executive Officer, and the Executive Vice President, Chief Financial Officer and Secretary, certifying the report - The report is signed by Daniel J. Hennessy, Chairman of the Board of Directors and Chief Executive Officer, and Nicholas Geeza, Executive Vice President, Chief Financial Officer and Secretary, on May 15, 2025[152](index=152&type=chunk)

Preliminary Information [Cover Page & Registrant Information](index=1&type=section&id=Cover%20Page%20%26%20Registrant%20Information) This section provides the cover page details for the Form 10-K annual report for Hennessy Capital Investment Corp. VII (HVII), a Cayman Islands exempted company, for the fiscal year ended December 31, 2024 - HVII is a Cayman Islands exempted company, filing its annual report for the fiscal year ended December 31, 2024[2](index=2&type=chunk) - HVII is classified as a non-accelerated filer, smaller reporting company, and emerging growth company, and is a shell company[9](index=9&type=chunk) - As of March 28, 2025, there were **19,690,000 Class A ordinary shares** and **6,333,333 Class B ordinary shares** issued and outstanding[10](index=10&type=chunk) Registered Securities on Nasdaq | Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | | :------------------------------------------------------------------------------- | :---------------- | :---------------------------------------- | | Class A ordinary shares, par value $0.0001 per share | HVII | The Nasdaq Stock Market LLC | | Rights, each right entitling the holder to receive one-twelfth (1/12) of one Class A ordinary share upon the consummation of an initial business combination | HVIIR | The Nasdaq Stock Market LLC | | Units, each consisting of one Class A ordinary share and one right | HVIIU | The Nasdaq Stock Market LLC | [Table of Contents](index=3&type=section&id=TABLE%20OF%20CONTENTS) This section presents the table of contents for the Form 10-K report, outlining the various parts and items included in the filing, along with their corresponding page numbers - The table of contents provides a structured overview of the report's sections, including Part I (Business, Risk Factors), Part II (Market Information, MD&A, Financial Statements), Part III (Directors, Executive Compensation, Security Ownership), and Part IV (Exhibits)[14](index=14&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=4&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section warns readers that the report contains forward-looking statements, which are not guarantees of future performance and involve risks and uncertainties, with HVII undertaking no obligation to update them except as required by law - Forward-looking statements are not guarantees of future performance and actual results may differ materially due to various risks and uncertainties[16](index=16&type=chunk) - Key risks include HVII's ability to select and complete an initial business combination, performance expectations of target businesses, retention of key personnel, potential conflicts of interest, and ability to obtain additional financing[18](index=18&type=chunk) - HVII undertakes no obligation to update or revise any forward-looking statements, except as required under applicable securities laws[17](index=17&type=chunk) [Frequently Used Terms](index=6&type=section&id=FREQUENTLY%20USED%20TERMS) This section defines key terms used throughout the report, such as 'completion window,' 'founder shares,' 'private placement units,' 'public shares,' and 'sponsor,' to ensure clarity and consistent understanding of the company's operations and structure - The 'completion window' refers to the **24-month period** from the IPO closing for HVII to consummate an initial business combination, after which public shares will be redeemed[20](index=20&type=chunk) - 'Founder shares' are Class B ordinary shares, automatically converting to Class A shares upon business combination, while 'private placement units' were sold to the sponsor and underwriters[20](index=20&type=chunk) - The 'sponsor' is HC VII Sponsor LLC, an affiliate of Daniel J. Hennessy and Thomas D. Hennessy, who are HVII's Chairman/CEO and President/COO, respectively[21](index=21&type=chunk) PART I [Item 1. Business](index=8&type=section&id=Item%201.%20Business.) Hennessy Capital Investment Corp. VII (HVII) is a newly organized Special Purpose Acquisition Company (SPAC) formed on September 27, 2024, to effect a business combination, focusing on industrial technology and energy transition sectors with an enterprise value of $500 million or greater - HVII is a SPAC incorporated on September 27, 2024, for the purpose of effecting a business combination[23](index=23&type=chunk) - HVII intends to focus on industrial technology and energy transition sectors for its initial business combination, seeking targets with an aggregate enterprise value of **$500 million or greater**[28](index=28&type=chunk)[46](index=46&type=chunk)[49](index=49&type=chunk) - The management team, led by Daniel J. Hennessy, has a track record of **13 business combinations** since 2014, positioning them as experienced SPAC sponsors[30](index=30&type=chunk)[34](index=34&type=chunk)[39](index=39&type=chunk) - A total of **$190,000,000** from the IPO and private placement proceeds was placed in a trust account, to be invested in U.S. government treasury obligations or money market funds[26](index=26&type=chunk) IPO and Private Placement Details | Event | Date | Gross Proceeds | | :-------------------- | :--------------- | :------------- | | IPO Consummation | January 21, 2025 | $190.0 million | | Private Placement | January 21, 2025 | $6.9 million | [Overview](index=8&type=section&id=Overview) - HVII is a newly organized special purpose acquisition company (SPAC) incorporated on September 27, 2024, to effect a business combination[23](index=23&type=chunk) - Upon closing, **$190,000,000** was placed in a trust account, invested in U.S. government treasury obligations or money market funds[26](index=26&type=chunk) - HVII intends to focus on industrial technology and energy transition sectors, seeking businesses with an aggregate enterprise value of **$500 million or greater**[28](index=28&type=chunk) IPO and Private Placement Financials | Event | Date | Gross Proceeds | | :-------------------- | :--------------- | :------------- | | IPO Consummation | January 21, 2025 | $190.0 million | | Private Placement | January 21, 2025 | $6.9 million | [HVII's Sponsor](index=8&type=section&id=HVII's%20Sponsor) - HVII's sponsor, HC VII Sponsor LLC, is responsible for initiating HVII's formation, identifying and acquiring businesses, and holding security interests[29](index=29&type=chunk) - The management team, including Daniel J. Hennessy and Thomas D. Hennessy, has extensive experience, having announced, completed, or advised on **13 business combinations** since 2014[30](index=30&type=chunk)[34](index=34&type=chunk)[37](index=37&type=chunk) - Daniel J. Hennessy, Chairman and CEO, is a seasoned SPAC sponsor executive with over **30 years in private equity** and **10 years in the SPAC asset class**[34](index=34&type=chunk)[40](index=40&type=chunk) [Competitive Strengths](index=11&type=section&id=Competitive%20Strengths) - HVII's competitive strengths include an experienced SPAC management team with a track record of successful business combinations, a seasoned Board of Directors with relevant industry expertise, substantial capital markets experience, and an established network of third-party advisors[34](index=34&type=chunk)[41](index=41&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk) - The management team has completed SPAC business combinations with a combined total enterprise value of **$6.7 billion** and raised over **$900 million** in PIPE and backstop capital[44](index=44&type=chunk) - HVII's network of advisors has identified over **1,500 potential targets** and completed meaningful reviews of **115 potential acquisition targets** for prior Hennessy SPACs[45](index=45&type=chunk) [Investment Strategy](index=15&type=section&id=Investment%20Strategy) - HVII's investment strategy targets industrial technology and energy transition companies with an expected aggregate enterprise value of **$500 million or greater**[46](index=46&type=chunk)[49](index=49&type=chunk) - Key acquisition criteria include large addressable markets, scalable and sustainable growth platforms, strong competitive positioning with differentiated technology, experienced management teams, a partnership approach, and businesses that benefit from being publicly traded[49](index=49&type=chunk) [Initial Business Combination](index=17&type=section&id=Initial%20Business%20Combination) - HVII has **24 months** from its IPO closing to consummate an initial business combination, with provisions for redemption of public shares if unsuccessful[50](index=50&type=chunk)[52](index=52&type=chunk) - The initial business combination requires approval by a majority of HVII's board of directors, including a majority of independent directors[53](index=53&type=chunk) - HVII may need additional financing to complete a business combination or satisfy redemptions, which could lead to dilution or increased debt[54](index=54&type=chunk) - Nasdaq rules require the business combination to have an aggregate fair market value of at least **80% of the trust account value**[55](index=55&type=chunk) - Conflicts of interest may arise due to officers' and directors' ownership of founder shares and private placement units, and their obligations to other entities[60](index=60&type=chunk)[61](index=61&type=chunk)[62](index=62&type=chunk) [Financial Position](index=19&type=section&id=Financial%20Position) - As of January 21, 2025, HVII had approximately **$190,000,000** in its trust account available for a business combination, offering liquidity and capital for target businesses[63](index=63&type=chunk) - HVII has the flexibility to use cash, debt, equity securities, or a combination thereof for its business combination, but has not secured third-party financing[63](index=63&type=chunk)[64](index=64&type=chunk) [Competition](index=32&type=section&id=Competition) - HVII faces intense competition from other SPACs, private investors, private equity groups, and public companies for acquisition opportunities[121](index=121&type=chunk) - Many competitors possess greater technical, financial, human, and industry resources, potentially placing HVII at a competitive disadvantage[121](index=121&type=chunk) [Employees](index=33&type=section&id=Employees) - HVII currently has three individual independent contractor service providers for its officer positions and does not intend to have any employees prior to completing its initial business combination[124](index=124&type=chunk) [Periodic Reporting and Financial Information](index=33&type=section&id=Periodic%20Reporting%20and%20Financial%20Information) - HVII is required to provide audited financial statements of prospective target businesses, which may limit the pool of potential targets if they cannot meet GAAP/IFRS and PCAOB audit standards[125](index=125&type=chunk) - HVII is an 'emerging growth company' and 'smaller reporting company,' allowing it to take advantage of certain exemptions from SEC reporting requirements, which may affect investor attractiveness and market volatility[129](index=129&type=chunk)[132](index=132&type=chunk) - HVII is a Cayman Islands exempted company and has received a **30-year tax exemption** from the Cayman Islands government[128](index=128&type=chunk) [Item 1A. Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors.) This section details significant risks associated with investing in HVII, a SPAC, including challenges in completing a business combination, potential conflicts of interest, substantial dilution for public shareholders, market volatility, and regulatory changes - HVII is a SPAC with no operational revenue, making its ability to select a suitable business target and complete an initial business combination uncertain[134](index=134&type=chunk)[301](index=301&type=chunk) - Conflicts of interest may arise due to the sponsor and management team's significant investment in founder shares, which could be worthless if a business combination is not completed, potentially influencing their decisions[136](index=136&type=chunk)[244](index=244&type=chunk) - Public shareholders face significant dilution risks from founder shares, private placement shares, and potential future equity issuances for business combinations or financing[239](index=239&type=chunk)[276](index=276&type=chunk)[281](index=281&type=chunk) - There is a risk that HVII could be deemed an investment company under the Investment Company Act, which would impose burdensome compliance requirements and restrict its activities, potentially hindering its ability to complete a business combination[255](index=255&type=chunk)[259](index=259&type=chunk) - Geopolitical conflicts (Russia-Ukraine, Israel-Hamas) and increased inflation could adversely affect HVII's search for and consummation of an initial business combination, leading to market disruptions and volatility[233](index=233&type=chunk)[238](index=238&type=chunk) [Risks Relating to HVII's Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks](index=36&type=section&id=Risks%20Relating%20to%20HVII's%20Search%20for,%20Consummation%20of,%20or%20Inability%20to%20Consummate,%20a%20Business%20Combination%20and%20Post-Business%20Combination%20Risks) - HVII may complete an initial business combination without public shareholder approval, as founder shares will vote in favor, potentially against the majority of public shareholders' interests[135](index=135&type=chunk)[144](index=144&type=chunk) - The ability of public shareholders to redeem shares for cash may make HVII's financial condition unattractive to potential targets, hindering business combination efforts[146](index=146&type=chunk) - Failure to complete a business combination within **24 months** will result in liquidation, with public shareholders receiving approximately **$10.00 per share** (or less) and share rights expiring worthless[151](index=151&type=chunk)[152](index=152&type=chunk) - HVII's management, sponsor, or affiliates may purchase public shares to influence a vote or meet closing conditions, potentially reducing the public float and influencing the outcome of a business combination vote[155](index=155&type=chunk)[157](index=157&type=chunk) - Cross-border business combinations expose HVII to additional risks, including regulatory approvals (e.g., CFIUS), currency fluctuations, and differing legal/commercial requirements[160](index=160&type=chunk)[221](index=221&type=chunk) [Risks Relating to HVII's Sponsor and Management Team](index=63&type=section&id=Risks%20Relating%20to%20HVII's%20Sponsor%20and%20Management%20Team) - The nominal purchase price of founder shares (**$0.004 per share**) compared to the IPO price (**$10.00 per unit**) creates significant dilution risk for public shareholders upon business combination[239](index=239&type=chunk) - The sponsor and management team's financial interests in founder shares (which become worthless if no business combination occurs) may create conflicts of interest, potentially leading them to pursue riskier targets[241](index=241&type=chunk)[244](index=244&type=chunk) - Officers and directors allocate time to other businesses, potentially causing conflicts of interest and negatively impacting HVII's ability to complete a business combination[245](index=245&type=chunk)[248](index=248&type=chunk) Implied Value Dilution Example | Metric | Value | | :------------------------------------------ | :----------- | | Public shares | 19,000,000 | | Founder shares | 6,708,333 | | Private placement shares | 690,000 | | Total shares | 26,398,333 | | Total funds in trust account | $182,400,000 | | Initial implied value per share before BC | $10.00 | | Implied value per share after BC | $6.91 | | Decrease in implied value per share | 30.9% | [Risks Relating to HVII's Securities](index=68&type=section&id=Risks%20Relating%20to%20HVII's%20Securities) - HVII risks being deemed an investment company under the Investment Company Act, which would impose significant regulatory burdens and restrict its activities, potentially forcing liquidation[255](index=255&type=chunk)[259](index=259&type=chunk) - To mitigate investment company risk, HVII may liquidate trust account securities and hold funds in cash, reducing potential interest income and the per-share redemption amount for public shareholders[261](index=261&type=chunk)[262](index=262&type=chunk) - Nasdaq may delist HVII's securities if it fails to meet listing requirements, limiting liquidity and potentially subjecting it to additional trading restrictions[267](index=267&type=chunk)[270](index=270&type=chunk) - The issuance of additional ordinary or preference shares, or the conversion of Class B shares at a greater than one-to-one ratio due to anti-dilution provisions, could significantly dilute existing shareholders' equity interests[273](index=273&type=chunk)[276](index=276&type=chunk) [General Risk Factors](index=77&type=section&id=General%20Risk%20Factors) - HVII is a newly incorporated company with no operating history or revenues, providing no basis for investors to evaluate its ability to achieve its business objective[301](index=301&type=chunk) - Past performance of HVII's management team is not indicative of future performance, and investors should not rely on it as a guarantee of success[302](index=302&type=chunk) - Reincorporation in another jurisdiction in connection with a business combination may result in adverse tax consequences for shareholders or share right holders[303](index=303&type=chunk) - As a Cayman Islands exempted company, shareholders may face difficulties in protecting their interests or enforcing U.S. federal securities laws due to differences in legal frameworks[310](index=310&type=chunk)[311](index=311&type=chunk)[314](index=314&type=chunk) [Item 1B. Unresolved Staff Comments](index=71&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments.) HVII reports that there are no unresolved staff comments from the SEC regarding its previous filings - There are no unresolved staff comments[318](index=318&type=chunk) [Item 1C. Cybersecurity](index=71&type=section&id=Item%201C.%20Cybersecurity.) As a SPAC with no business operations, HVII does not consider itself to face significant cybersecurity risk and has not adopted a formal cybersecurity risk management program, though it acknowledges reliance on third-party digital technologies - HVII, as a SPAC with no business operations, does not consider itself to face significant cybersecurity risk and has not adopted a formal cybersecurity risk management program[319](index=319&type=chunk) - HVII relies on third-party digital technologies, and sophisticated attacks could lead to corruption or misappropriation of assets and data[320](index=320&type=chunk) - Management will report cybersecurity incidents and response plans to the board of directors[320](index=320&type=chunk) - As of the report date, HVII has not identified any material risks from cybersecurity threats or previous incidents[321](index=321&type=chunk) [Item 2. Properties](index=72&type=section&id=Item%202.%20Properties.) HVII does not own any material real estate or physical properties; its principal executive offices are located in Zephyr Cove, NV, with costs covered by a monthly fee paid to an affiliate of its sponsor - HVII does not own any real estate or other physical properties materially important to its operation[322](index=322&type=chunk) - Its principal executive offices are located at 195 US Hwy 50, Suite 309, Zephyr Cove, NV 89448, with costs covered by a **$15,000 per month** fee paid to an affiliate of its sponsor[322](index=322&type=chunk) [Item 3. Legal Proceedings](index=72&type=section&id=Item%203.%20Legal%20Proceedings.) HVII's management reports no pending litigation against the company, its officers, or directors - To the knowledge of HVII's management, there is no litigation currently pending against HVII, any of its officers or directors in their capacity as such, or against any of its property[323](index=323&type=chunk) [Item 4. Mine Safety Disclosures](index=72&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to HVII - This item is not applicable[324](index=324&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=72&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) This section details the market information for HVII's securities, including trading symbols and commencement dates on Nasdaq, along with information on record holders, dividend policy, and recent sales of unregistered securities - HVII's units (HVIIU), Class A ordinary shares (HVII), and share rights (HVIIR) are traded on the Nasdaq Global Market, with units commencing trading on January 17, 2025, and separate shares/rights on February 6, 2025[326](index=326&type=chunk) - As of March 28, 2025, there were **five holders of units**, **one holder of Class A ordinary shares**, **eight holders of Class B ordinary shares**, and **one holder of share rights**[327](index=327&type=chunk) - HVII has not paid cash dividends and does not intend to prior to a business combination; future dividends are at the board's discretion and subject to Cayman Islands law and potential debt covenants[329](index=329&type=chunk) Recent Sales of Unregistered Securities | Security Type | Date | Shares/Units | Purchase Price (per share/unit) | Gross Proceeds | | :------------------------ | :--------------- | :----------- | :------------------------------ | :------------- | | Class B ordinary shares | Oct 8, 2024 | 5,750,000 | $0.004 | $25,000 | | Additional founder shares | Jan 10, 2025 | 958,333 | No additional consideration | N/A | | Private placement units | Jan 21, 2025 | 690,000 | $10.00 | $6,900,000 | Underwriting Discounts | Type of Discount | Amount | | :------------------------ | :------------- | | Cash underwriting discount | $3,800,000 | | Deferred underwriting discount | Up to $7,600,000 | [Item 6. [Reserved]](index=73&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information - This item is reserved[336](index=336&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=74&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides an overview of HVII's financial condition and results of operations, emphasizing its status as a SPAC with no operating revenues, detailing liquidity, capital resources, and contractual obligations - HVII is a SPAC with no operating revenues to date; its activities from inception (September 27, 2024) through December 31, 2024, were organizational and related to its IPO[338](index=338&type=chunk)[341](index=341&type=chunk) - Following the IPO and private placement on January 21, 2025, **$190,000,000** was placed in the trust account, with **$12,656,782** in transaction costs[344](index=344&type=chunk)[345](index=345&type=chunk) - Funds outside the trust account are used for identifying target businesses, due diligence, and transaction costs, with potential loans from the sponsor or management for working capital[348](index=348&type=chunk)[349](index=349&type=chunk) - HVII has contractual obligations including **$15,000 per month** for office space and administrative support to an affiliate of its sponsor, and **$10,000 per month** to its CFO[353](index=353&type=chunk)[354](index=354&type=chunk) Financial Performance (Inception to Dec 31, 2024) | Metric | Amount | | :-------------------------------------- | :--------- | | Net loss | $(47,952) | | Basic and diluted net loss per Class B ordinary share | $(0.01) | [Overview](index=84&type=section&id=Overview) - HVII is a SPAC incorporated on September 27, 2024, aiming to effect a business combination using cash from its IPO, private placement, and potential debt or equity[338](index=338&type=chunk) - The issuance of additional ordinary or preference shares or significant indebtedness could dilute public shareholders' equity, subordinate rights, or affect market prices[339](index=339&type=chunk) [Results of Operations](index=85&type=section&id=Results%20of%20Operations) - HVII has not generated operating revenues to date, with activities focused on formation and IPO preparation[341](index=341&type=chunk) Net Loss (Inception to Dec 31, 2024) | Metric | Amount | | :-------- | :--------- | | Net loss | $(47,952) | [Liquidity and Capital Resources](index=85&type=section&id=Liquidity%20and%20Capital%20Resources) - HVII's liquidity prior to IPO was from sponsor's Class B share purchase and loans, which were repaid post-IPO[343](index=343&type=chunk) - Funds in the trust account are primarily for the initial business combination, with remaining proceeds for working capital or other acquisitions[346](index=346&type=chunk) - HVII may need additional financing for a business combination or redemptions, which could lead to dilution or increased debt[350](index=350&type=chunk) Post-IPO Capital (January 21, 2025) | Source | Gross Proceeds | | :-------------------- | :------------- | | Initial Public Offering | $190,000,000 | | Private Placement | $6,900,000 | | Total in Trust Account | $190,000,000 | [Off-Balance Sheet Financing Arrangements](index=87&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) - HVII has no off-balance sheet arrangements, such as variable interest entities, or guarantees of debt[352](index=352&type=chunk) [Contractual Obligations](index=87&type=section&id=Contractual%20Obligations) - HVII has no long-term debt or lease obligations, but pays **$15,000 per month** for office/administrative support and **$10,000 per month** to its CFO[353](index=353&type=chunk) - Underwriters are entitled to a deferred underwriting discount of up to **$7,600,000**, payable upon completion of the initial business combination[354](index=354&type=chunk) [Critical Accounting Estimates](index=87&type=section&id=Critical%20Accounting%20Estimates) - HVII has not identified any critical accounting estimates[355](index=355&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures about Market Risk](index=77&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk.) As a smaller reporting company, HVII is not required to provide quantitative and qualitative disclosures about market risk - HVII is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[356](index=356&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=77&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data.) This section refers to HVII's audited financial statements and related notes, which are included elsewhere in the report - HVII's financial statements and notes are included starting on page F-1 of the report[357](index=357&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=77&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure.) HVII reports no changes in or disagreements with its accountants on accounting and financial disclosure matters - There have been no changes in or disagreements with accountants on accounting and financial disclosure[358](index=358&type=chunk) [Item 9A. Controls and Procedures](index=77&type=section&id=Item%209A.%20Controls%20and%20Procedures.) HVII's management evaluated the effectiveness of its disclosure controls and procedures as of December 31, 2024, concluding they were effective, with certain reports omitted due to the company's status as a newly public and emerging growth company - HVII's disclosure controls and procedures were evaluated as effective as of December 31, 2024[359](index=359&type=chunk) - The report on management's assessment of internal control over financial reporting and auditor attestation is omitted due to HVII's status as a newly public company and emerging growth company[361](index=361&type=chunk) - There were no material changes in internal control over financial reporting during the most recent fiscal quarter[362](index=362&type=chunk) [Item 9B. Other Information](index=78&type=section&id=Item%209B.%20Other%20Information.) This section states that there is no other material information to report, and no director or officer adopted, modified, or terminated a Rule 10b5-1 trading arrangement during the three months ended December 31, 2024 - No director or officer informed the company of the adoption, modification, or termination of a Rule 10b5-1 trading arrangement during the three months ended December 31, 2024[363](index=363&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=78&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections.) This item is not applicable to HVII - This item is not applicable[364](index=364&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=79&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance.) This section outlines HVII's leadership structure, including its directors and executive officers, their ages, and titles, highlighting the management team's extensive experience in private equity and SPACs, and the board's independent committees - Daniel J. Hennessy and Thomas D. Hennessy have significant experience in private equity and SPACs, having been involved in numerous business combinations[367](index=367&type=chunk)[368](index=368&type=chunk) - HVII's board of directors consists of **seven members**, with founder shares holders having the right to elect and remove directors prior to the initial business combination[377](index=377&type=chunk) - Five directors (Mr. Allen, Mr. Bonner, Ms. Brunelle, Mr. Saade, and Ms. Sharma) are independent, and they form the audit and compensation committees[379](index=379&type=chunk)[381](index=381&type=chunk)[384](index=384&type=chunk) - HVII has adopted a Code of Ethics and an Insider Trading Policy to ensure ethical conduct and compliance[390](index=390&type=chunk)[393](index=393&type=chunk) Directors and Executive Officers | Name | Age | Title | | :---------------- | :-- | :------------------------------------------- | | Daniel J. Hennessy | 67 | Chairman of the Board and CEO | | Thomas D. Hennessy | 40 | President, COO, and Director | | Nicholas Geeza | 39 | Executive Vice President, CFO, and Secretary | | Grant R. Allen | 46 | Independent Director | | Brian Bonner | 68 | Independent Director | | Anna Brunelle | 57 | Independent Director | | Javier Saade | 53 | Independent Director | | Poonam Sharma | 47 | Independent Director | [Directors and Executive Officers](index=88&type=section&id=Directors%20and%20Executive%20Officers) - Daniel J. Hennessy has served as Chairman and CEO since HVII's formation and has extensive experience in private equity and SPACs, including leadership roles in Hennessy Capital Acquisition Corps I-VI[367](index=367&type=chunk) - Thomas D. Hennessy, President and COO, also has significant SPAC experience, including CEO roles at Compass Digital Acquisition Corp. and two[368](index=368&type=chunk) - Nicholas Geeza, Executive Vice President, CFO, and Secretary, holds similar roles in other SPACs and has a background in finance and business development[369](index=369&type=chunk)[370](index=370&type=chunk) [Number and Terms of Office of Officers and Directors](index=92&type=section&id=Number%20and%20Terms%20of%20Office%20of%20Officers%20and%20Directors) - HVII's board has **seven members**; holders of founder shares have the exclusive right to elect and remove directors prior to the initial business combination[377](index=377&type=chunk) - Officers are appointed by the board and serve at its discretion, without specific terms of office[378](index=378&type=chunk) [Director Independence](index=92&type=section&id=Director%20Independence) - A majority of HVII's board (Mr. Allen, Mr. Bonner, Ms. Brunelle, Mr. Saade, and Ms. Sharma) are independent directors as per Nasdaq standards and SEC rules[379](index=379&type=chunk) - The audit committee is entirely composed of independent directors[379](index=379&type=chunk) [Committees of the Board of Directors](index=92&type=section&id=Committees%20of%20the%20Board%20of%20Directors) - HVII has an audit committee and a compensation committee, both composed solely of independent directors, operating under approved charters[380](index=380&type=chunk)[381](index=381&type=chunk)[384](index=384&type=chunk) - Ms. Sharma chairs the audit committee and qualifies as an 'audit committee financial expert'[381](index=381&type=chunk)[382](index=382&type=chunk) - Mr. Bonner chairs the compensation committee, which reviews and approves CEO compensation and makes recommendations for other officers[384](index=384&type=chunk)[386](index=386&type=chunk) [Director Nominations](index=94&type=section&id=Director%20Nominations) - HVII does not have a standing nominating committee; independent directors recommend nominees[388](index=388&type=chunk) - The board considers educational background, diversity, business knowledge, integrity, and independence for director nominees[389](index=389&type=chunk) [Code of Ethics](index=94&type=section&id=Code%20of%20Ethics) - HVII has adopted a Code of Ethics applicable to its directors, officers, and service providers, available on the SEC's website[390](index=390&type=chunk)[392](index=392&type=chunk) [Insider Trading Policy](index=95&type=section&id=Insider%20Trading%20Policy) - HVII has adopted an insider trading policy to govern securities transactions by directors, officers, and employees, promoting compliance with insider trading laws[393](index=393&type=chunk) [Item 11. Executive Compensation](index=85&type=section&id=Item%2011.%20Executive%20Compensation.) HVII's executive officers and directors did not receive compensation for services rendered prior to the IPO, with post-IPO compensation limited to expense reimbursements and monthly fees for office support and CFO services, and founder shares granted to independent directors and certain officers - No compensation was paid to officers or directors for services rendered prior to HVII's initial public offering[395](index=395&type=chunk) - HVII pays **$15,000 per month** to an affiliate of its sponsor for office space and administrative support, and **$10,000 per month** to its CFO, Nicholas Geeza[395](index=395&type=chunk) - Independent directors (Mr. Allen, Mr. Bonner, Ms. Brunelle, Mr. Saade) each received **25,000 founder shares**, and Ms. Sharma received **30,000 founder shares** for their service[395](index=395&type=chunk) - Post-business combination, any compensation for directors or management will be determined by the compensation committee and fully disclosed to shareholders[396](index=396&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=85&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section details the beneficial ownership of HVII's ordinary shares as of March 28, 2025, highlighting significant ownership by HC VII Sponsor LLC and its managing members, Daniel J. Hennessy and Thomas D. Hennessy, in Class B ordinary shares - HC VII Sponsor LLC, Daniel J. Hennessy, and Thomas D. Hennessy collectively hold a significant portion of Class B ordinary shares, which convert to Class A shares upon business combination[400](index=400&type=chunk) - The table does not reflect beneficial ownership of share rights, as they are not exercisable within **60 days** of the report[399](index=399&type=chunk) Beneficial Ownership of Ordinary Shares (March 28, 2025) | Name and Address of Beneficial Owner | Class A Ordinary Shares Beneficially Owned | Percentage of Class A Ordinary Shares | Class B Ordinary Shares Beneficially Owned | Percentage of Class B Ordinary Shares | | :----------------------------------- | :----------------------------------------- | :------------------------------------ | :----------------------------------------- | :------------------------------------ | | HC VII Sponsor LLC | 500,000 | 2% | 5,203,333 | 78% | | Daniel J. Hennessy | 500,000 | 2% | 5,203,333 | 78% | | Thomas D. Hennessy | 500,000 | 2% | 5,953,333 | 89% | | Nicholas Geeza | — | — | 250,000 | 4% | | Grant R. Allen | — | — | 25,000 | * | | Brian Bonner | — | — | 25,000 | * | | Anna Brunelle | — | — | 25,000 | * | | Javier Saade | — | — | 25,000 | * | | Poonam Sharma | — | — | 30,000 | * | | All directors and executive officers and directors as a group (8 individuals) | 500,000 | 2% | 6,333,333 | 100% | | The K2 Principal Fund, L.P. | 1,700,000 | 8.6% | — | — | | Linden Advisors LP | 1,213,732 | 6.2% | — | — | | Tenor Capital Management Company, L.P. | 1,500,000 | 7.6% | — | — | [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=87&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence.) This section details transactions and relationships between HVII and its related parties, including the sponsor, officers, and directors, covering the issuance of founder shares, private placement units, expense reimbursements, and monthly fees for administrative support and CFO services - Founder shares were initially purchased by the sponsor for **$25,000** and later transferred to officers and independent directors[401](index=401&type=chunk) - The sponsor and underwriters purchased **690,000 private placement units** for **$6,900,000**, which are subject to transfer restrictions[402](index=402&type=chunk) - HVII reimburses its sponsor, officers, and directors for out-of-pocket expenses and pays **$15,000 per month** for office/administrative support and **$10,000 per month** to its CFO[405](index=405&type=chunk)[407](index=407&type=chunk)[408](index=408&type=chunk) - HVII's audit committee reviews and approves related party transactions and ensures that any business combination with an affiliated entity is deemed fair from a financial point of view by an independent firm[414](index=414&type=chunk)[416](index=416&type=chunk) - A majority of HVII's board members are independent directors, as defined by Nasdaq listing standards and SEC rules[420](index=420&type=chunk) [Certain Relationships and Related Transactions](index=97&type=section&id=Certain%20Relationships%20and%20Related%20Transactions) - Founder shares were issued to the sponsor for **$25,000** and subsequently transferred to Nicholas Geeza, Thomas D. Hennessy, and independent directors[401](index=401&type=chunk) - The sponsor and underwriters purchased **690,000 private placement units** for **$6,900,000**, with transfer restrictions[402](index=402&type=chunk) - Officers and directors have fiduciary obligations to other entities, potentially creating conflicts of interest in presenting business opportunities[403](index=403&type=chunk) - HVII reimburses out-of-pocket expenses and pays monthly fees for administrative support (**$15,000**) and CFO services (**$10,000**)[405](index=405&type=chunk)[407](index=407&type=chunk)[408](index=408&type=chunk) [Related Party Transactions Policy](index=98&type=section&id=Related%20Party%20Transactions%20Policy) - HVII has not yet adopted a formal policy for reviewing related party transactions, but its Code of Ethics requires avoiding conflicts of interest[412](index=412&type=chunk)[413](index=413&type=chunk) - The audit committee is responsible for reviewing and approving related party transactions, requiring a majority affirmative vote[414](index=414&type=chunk) - HVII will obtain a fairness opinion from an independent firm for any business combination with an affiliated entity[416](index=416&type=chunk) [Director Independence](index=100&type=section&id=Director%20Independence) - Mr. Allen, Mr. Bonner, Ms. Brunelle, Mr. Saade, and Ms. Sharma are determined to be independent directors as per Nasdaq listing standards and SEC rules[420](index=420&type=chunk) [Item 14. Principal Accountant Fees and Services](index=90&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services.) This section details the fees paid to WithumSmith+Brown, PC, HVII's independent registered public accounting firm, for services rendered during the period from inception through December 31, 2024, and outlines the pre-approval policy for audit and non-audit services - The audit committee, formed upon IPO consummation, now pre-approves all auditing and permitted non-audit services[425](index=425&type=chunk) Fees Paid to WithumSmith+Brown, PC (Inception to Dec 31, 2024) | Fee Type | Amount | | :---------------- | :--------- | | Audit Fees | $87,300 | | Audit-Related Fees | None | | Tax Fees | None | | All Other Fees | None | PART IV [Item 15. Exhibits and Financial Statement Schedules](index=91&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules.) This section lists all exhibits and financial statement schedules filed as part of the Form 10-K report, including various agreements, corporate governance documents, and certifications - The report includes an Index to Financial Statements and a detailed Exhibit Index, listing documents such as the Underwriting Agreement, Amended and Restated Memorandum and Articles of Association, and various other agreements[428](index=428&type=chunk)[430](index=430&type=chunk) - Exhibits are available for inspection at SEC public reference facilities or on the SEC website[428](index=428&type=chunk) [Item 16. Form 10-K Summary](index=103&type=section&id=Item%2016.%20Form%2010-K%20Summary.) This item is not applicable to HVII - This item is not applicable[434](index=434&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=105&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) WithumSmith+Brown, PC, HVII's independent registered public accounting firm, issued an unqualified opinion on the company's financial statements as of December 31, 2024, and for the period from September 27, 2024 (inception) through December 31, 2024, confirming fair presentation in conformity with U.S. GAAP - WithumSmith+Brown, PC provided an unqualified opinion on HVII's financial statements for the period ended December 31, 2024[438](index=438&type=chunk) - The audit was conducted in accordance with PCAOB standards, assessing risks of material misstatement[440](index=440&type=chunk)[441](index=441&type=chunk) - The auditor did not perform an audit of internal control over financial reporting[440](index=440&type=chunk) [Balance Sheet as of December 31, 2024](index=106&type=section&id=Balance%20Sheet%20as%20of%20December%2031,%202024) The balance sheet as of December 31, 2024, shows HVII with total assets of **$993,266**, primarily consisting of deferred offering costs, total liabilities of **$1,016,218**, and a shareholders' deficit of **$(22,952)** - Current assets include cash of **$20,005** and prepaid expenses of **$20,829**[444](index=444&type=chunk) - Liabilities include accrued expenses (**$33,366**), accrued offering costs (**$456,062**), a promissory note to a related party (**$76,790**), and deferred legal fees (**$450,000**)[444](index=444&type=chunk) - Shareholders' deficit includes **6,708,333 Class B ordinary shares** outstanding[445](index=445&type=chunk) Balance Sheet Summary (December 31, 2024) | Category | Amount | | :----------------------- | :---------- | | Total Assets | $993,266 | | Total Liabilities | $1,016,218 | | Total Shareholders' Deficit | $(22,952) | [Statement of Operations for the Period from September 27, 2024 (Inception) through December 31, 2024](index=107&type=section&id=Statement%20of%20Operations%20for%20the%20Period%20from%20September%2027,%202024%20(Inception)%20through%20December%2031,%202024) For the period from inception (September 27, 2024) through December 31, 2024, HVII reported a net loss of **$47,952**, primarily due to formation, general, and administrative costs, resulting in a basic and diluted net loss per Class B ordinary share of **$(0.01)** - The weighted average Class B ordinary shares outstanding for the period was **5,833,333**[449](index=449&type=chunk) Statement of Operations Summary (Inception to Dec 31, 2024) | Metric | Amount | | :-------------------------------------- | :--------- | | Formation, general and administrative costs | $47,952 | | Net loss | $(47,952) | | Basic and diluted net loss per Class B ordinary share | $(0.01) | [Statement of Changes in Shareholders' Deficit for the Period from September 27, 2024 (Inception) through December 31, 2024](index=108&type=section&id=Statement%20of%20Changes%20in%20Shareholders'%20Deficit%20for%20the%20Period%20from%20September%2027,%202024%20(Inception)%20through%20December%2031,%202024) This statement shows the changes in HVII's shareholders' deficit from its inception on September 27, 2024, to December 31, 2024, with the deficit increasing to **$(22,952)** due to a net loss of **$47,952**, partially offset by the issuance of Class B ordinary shares and additional paid-in capital totaling **$25,000** - The issuance of **6,708,333 Class B ordinary shares** contributed **$25,000** to equity (par value **$671**, additional paid-in capital **$24,329**)[452](index=452&type=chunk) Changes in Shareholders' Deficit (Inception to Dec 31, 2024) | Item | Amount ($) | | :--------------------------------- | :--------- | | Balance as of September 27, 2024 | — | | Class B ordinary shares issued | 671 | | Additional paid-in capital | 24,329 | | Net loss | (47,952) | | Balance as of December 31, 2024 | (22,952) | [Statement of Cash Flows for the Period from September 27, 2024 (Inception) through December 31, 2024](index=109&type=section&id=Statement%20of%20Cash%20Flows%20for%20the%20Period%20from%20September%2027,%202024%20(Inception)%20through%20December%2031,%202024) For the period from inception (September 27, 2024) through December 31, 2024, HVII's cash flows from operating activities resulted in a net outflow of **$35,415**, offset by net cash provided by financing activities of **$55,420**, leading to an ending cash balance of **$20,005** - Financing activities included **$25,000** from founder shares and **$76,790** from a related-party promissory note, partially offset by **$46,370** in deferred offering costs payments[456](index=456&type=chunk) - Noncash activities included **$456,062** in deferred offering costs accrued and **$450,000** in deferred legal fees[456](index=456&type=chunk) Cash Flow Summary (Inception to Dec 31, 2024) | Cash Flow Activity | Amount ($) | | :--------------------------------- | :--------- | | Net cash used in operating activities | (35,415) | | Net cash provided by financing activities | 55,420 | | Net change in cash | 20,005 | | Cash, end of the period | 20,005 | [Notes to Financial Statements](index=110&type=section&id=Notes%20to%20Financial%20Statements) The notes to the financial statements provide detailed information on HVII's organization, business operations as a SPAC, and significant accounting policies, covering IPO details, related party transactions, commitments, contingencies, and shareholder equity structure - HVII is a blank check company incorporated on September 27, 2024, with no operations until a business combination[459](index=459&type=chunk)[460](index=460&type=chunk) - The IPO on January 21, 2025, raised **$190,000,000**, and a concurrent private placement raised **$6,900,000**, with proceeds placed in a trust account[461](index=461&type=chunk)[462](index=462&type=chunk)[466](index=466&type=chunk) - The trust account funds are invested in U.S. government treasury obligations or money market funds and will be released upon business combination or liquidation[466](index=466&type=chunk) - HVII is an 'emerging growth company' and has elected to use the extended transition period for new accounting standards[475](index=475&type=chunk)[476](index=476&type=chunk) - Related party transactions include the issuance of founder shares to the sponsor, officers, and directors, and a promissory note from the sponsor, which was repaid[501](index=501&type=chunk)[505](index=505&type=chunk) - The company has administrative service agreements and payments to its CFO, and faces risks from geopolitical instability[507](index=507&type=chunk)[508](index=508&type=chunk)[511](index=511&type=chunk)