IPO and Fundraising - HVII completed its initial public offering on January 21, 2025, raising gross proceeds of $190.0 million from the sale of 19,000,000 units, with offering costs of approximately $12.6 million[22]. - A concurrent private placement generated an additional $6.9 million from the sale of 690,000 private placement units at $10.00 each[23]. - The net proceeds of the IPO and private placement, totaling $190 million, were placed in a trust account, invested in U.S. government treasury obligations or money market funds[24]. - HVII has approximately $196,958,306 available in its trust account for a business combination as of December 31, 2025, which includes up to $7,600,000 in deferred underwriting discounts and commissions[62]. - HVII has approximately $1,843,218 available outside the trust account to fund its working capital requirements[183]. - HVII may seek to raise additional funds through private offerings or loans to finance its initial business combination, with no current arrangements in place for such financing[65]. Business Strategy and Focus - HVII intends to focus on acquiring businesses in the industrial technology and energy transition sectors, targeting an aggregate enterprise value of $500 million or greater[26]. - The company aims to acquire businesses in large addressable markets, emphasizing scalable and sustainable growth platforms[48]. - HVII's investment strategy focuses on industrial technology and energy transition targets with an expected aggregate enterprise value of $500 million or greater[45]. - The management team has identified over 1,500 potential acquisition targets since 2014, with meaningful reviews of over 40 targets for business combinations[44]. Business Combination Agreements - On October 22, 2025, HVII entered into a business combination agreement with ONE Nuclear, involving an all-stock transaction valued at $1.0 billion[27]. - Following the merger, HVII will operate under the name "ONE Nuclear," with shares expected to trade on Nasdaq under the ticker symbol "ONEN"[28]. - HVII intends to structure its initial business combination to acquire at least 50% of the voting securities of the target business[55]. - The company expects to conduct thorough due diligence, including financial reviews and management meetings, before finalizing any business combination[56]. Management and Governance - HVII's management team has a strong track record, having executed or advised on 13 different business combinations across various industries since 2014[30]. - The management team is led by Daniel J. Hennessy, a seasoned SPAC executive with extensive experience in successful business combinations[33]. - The board of directors comprises seven experienced members with expertise in public company governance, capital markets, and corporate strategy, enhancing HVII's competitive edge[40]. - Independent directors have backgrounds in venture capital, technology, and finance, contributing to HVII's strategic direction and attractiveness as a merger partner[41]. Shareholder Rights and Redemption - Shareholders can redeem their public shares for cash upon completion of the initial business combination, with the redemption price based on the trust account balance[95]. - HVII's initial shareholders, officers, and directors have agreed to waive their redemption rights for any founder shares and public shares held by them[95]. - Public shareholders are restricted from seeking redemption rights for more than 15% of shares sold in the IPO without prior consent, aimed at preventing large block accumulations[105]. - Redemption rights require shareholders to tender their certificates or deliver shares electronically, with a tender offer period of not less than 20 business days[106]. - If HVII fails to complete its initial business combination, public shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the trust account[110]. Risks and Challenges - HVII's lack of diversification may expose it to risks associated with being in a single line of business after the initial business combination[79]. - The company may face intense competition from other SPACs, private equity groups, and public companies in identifying target businesses[124]. - If HVII does not complete its initial business combination within 24 months from its IPO, public shareholders may only receive approximately $10.00 per share upon redemption[175]. - The process of obtaining necessary government approvals could be lengthy, potentially leading to liquidation if approvals are not secured in time[172]. - Claims against HVII could lead to a reduction in the per-share redemption amount for shareholders[185]. Financial Obligations and Liabilities - HVII's trust account must maintain a minimum of $10.00 per public share; if reduced below this amount, it may affect shareholder redemptions[119]. - HVII's sponsor is liable for claims that reduce the trust account below $10.00 per share, but the sponsor's ability to satisfy these obligations is uncertain[125]. - If HVII cannot obtain loans from its sponsor or management team, it may be unable to complete its initial business combination[183]. - The deferred underwriting commissions, up to 4.0% of gross proceeds, will be adjusted based on the percentage of shares redeemed[154]. Legal and Regulatory Considerations - CFIUS jurisdiction applies to investments resulting in control of a U.S. business by foreign persons, which may complicate HVII's business combination efforts[170]. - There is uncertainty regarding the recognition and enforcement of U.S. court judgments against HVII or its directors in the Cayman Islands[197]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an initial business combination[207]. Amendments and Shareholder Influence - Amendments to HVII's governing instruments may facilitate business combinations that shareholders do not support[209]. - HVII's initial shareholders collectively own approximately 26.3% of the ordinary shares, allowing them to exert significant influence over shareholder votes[218]. - Amendments to HVII's memorandum and articles of association require approval from at least two-thirds of the voting shareholders[214]. - The investigation and negotiation for potential business combinations may incur substantial costs that are not recoverable if the transaction does not proceed[219].

Financial Performance - HVII reported a net income of $1,191,791 for the three months ended September 30, 2025, primarily from interest earned on marketable securities of $1,997,672[128]. - For the nine months ended September 30, 2025, HVII's net income was $3,730,312, with $5,446,141 earned from marketable securities[129]. - HVII has not generated any operating revenues to date and does not expect to do so until after completing its business combination[127]. Initial Public Offering (IPO) - HVII completed its initial public offering on January 21, 2025, raising gross proceeds of $190,000,000 from the sale of 19,000,000 units at $10.00 per unit[132]. - The company also sold 690,000 private placement units for gross proceeds of $6,900,000, with 500,000 units purchased by HVII's sponsor[132]. - A total of $190,000,000 was placed in the Trust Account following the IPO, with transaction costs amounting to $12,656,782[133]. - The underwriters of HVII's IPO received a cash underwriting discount of $3,800,000 and a deferred underwriting discount of up to $7,600,000[140]. Business Combination - The proposed business combination with ONE Nuclear is valued at $1.0 billion, involving an all-stock transaction[121]. - HVII's business combination agreement includes customary closing conditions, with no minimum cash condition required for closing[124]. - The company anticipates using funds from the Trust Account to complete its business combination and finance operations of the target business[134]. - HVII intends to use funds outside the Trust Account primarily for identifying and evaluating target businesses, conducting due diligence, and completing business combinations[135]. Financial Obligations and Risks - HVII's results may be adversely affected by economic uncertainties, including fluctuations in interest rates and geopolitical instability[120]. - HVII's sponsor or affiliates may loan up to $2,500,000, convertible into units at $10.00 per unit, to fund working capital deficiencies or transaction costs[136]. - HVII does not anticipate needing to raise additional funds for operating expenses but may require financing if actual costs exceed estimates[137]. - As of September 30, 2025, HVII has no off-balance sheet financing arrangements or obligations[138]. - HVII has contractual obligations including $15,000 per month for office space and $10,000 per month for the CFO, increasing to $25,000 per month starting September 1, 2025[139]. Accounting and Reporting - HVII has not identified any critical accounting estimates that could materially affect reported financial results[141]. - HVII is classified as a smaller reporting company and is not required to provide extensive market risk disclosures[142].

Financial Performance - For the three months ended June 30, 2025, HVII reported a net income of $1,520,515, primarily from interest earned on marketable securities of $1,953,980 [116]. - For the six months ended June 30, 2025, HVII's net income was $2,538,521, with interest income from marketable securities totaling $3,448,469 [117]. - HVII has not generated any operating revenues to date and does not expect to do so until after completing its business combination [115]. Initial Public Offering (IPO) - HVII completed its initial public offering on January 21, 2025, raising gross proceeds of $190,000,000 from the sale of 19,000,000 units at $10.00 per unit [120]. - Transaction costs incurred by HVII during the initial public offering amounted to $12,656,782, including a cash underwriting fee of $3,800,000 [121]. - The underwriters received a cash underwriting discount of $3,800,000 for HVII's IPO, with a potential deferred discount of up to $7,600,000 [129]. Use of Funds - HVII intends to utilize substantially all funds in the Trust Account for its business combination, with remaining proceeds allocated for working capital and growth strategies [122]. - HVII does not anticipate needing to raise additional funds for operating expenses but may require financing for its business combination if costs exceed estimates [126]. Operational Costs and Expenses - The company has incurred increased expenses related to being a public entity, including legal and compliance costs [115]. - HVII incurs monthly fees of $15,000 for office space and administrative support, and $10,000 for the CFO, starting January 17, 2025 [128]. Financial Risks and Uncertainties - HVII's ability to complete a business combination may be adversely affected by economic uncertainties, including fluctuations in interest rates and geopolitical instability [114]. - HVII's sponsor may provide loans to cover working capital deficiencies or transaction costs, with up to $2,500,000 of such loans convertible into units at $10.00 per unit [124]. - HVII has no off-balance sheet financing arrangements as of June 30, 2025 [127]. Accounting and Reporting - HVII has not identified any critical accounting estimates that could materially affect reported financial results [130]. - HVII is classified as a smaller reporting company and is not required to provide additional market risk disclosures [131].

Financial Performance - HVII reported a net income of $1,018,007 for the three months ended March 31, 2025, primarily from interest earned on marketable securities and cash equivalents [114]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its business combination [113]. - HVII's financial performance and ability to complete a business combination could be impacted by various risks, including the selection of appropriate target businesses and potential conflicts of interest [106]. Initial Public Offering (IPO) - The company generated gross proceeds of $190,000,000 from its initial public offering of 19,000,000 units at $10.00 per unit, including an over-allotment option [117]. - HVII incurred total transaction costs of $12,656,782 related to the initial public offering, which included a cash underwriting fee of $3,800,000 and a deferred underwriting fee of $7,600,000 [118]. - The underwriters received a cash underwriting discount of $3,800,000 for HVII's IPO, with a potential deferred discount of up to $7,600,000 [126]. Trust Account and Fund Usage - A total of $190,000,000 was placed in the Trust Account following the initial public offering, which will be used to complete its business combination [118]. - HVII intends to use funds held in the Trust Account for its business combination and any remaining proceeds for working capital to finance operations of the target business [119]. - The company may need to raise additional funds to complete its business combination if the cash portion of the purchase price exceeds available amounts in the Trust Account [123]. Economic and Operational Risks - HVII's ability to complete a business combination may be adversely affected by economic uncertainties, including fluctuations in interest rates and geopolitical instability [112]. - HVII's sponsor may provide loans to fund working capital deficiencies or transaction costs, with up to $2,500,000 of such loans convertible into units at $10.00 per unit [121]. Financial Obligations and Arrangements - HVII incurs monthly fees of $15,000 for office space and administrative support, and $10,000 for the CFO, starting January 17, 2025 [125]. - HVII has no long-term debt, capital lease obligations, or long-term liabilities [125]. - HVII has no off-balance sheet financing arrangements as of March 31, 2025 [124]. - There are no identified critical accounting estimates that could materially affect reported amounts [127]. - HVII is classified as a smaller reporting company and is not required to provide additional market risk disclosures [128].

IPO and Fundraising - HVII completed its initial public offering on January 21, 2025, raising gross proceeds of $190.0 million from the sale of 19,000,000 units, with offering costs of approximately $12.6 million[24]. - Concurrently, HVII raised an additional $6.9 million through a private placement of 690,000 units at $10.00 each[25]. - The net proceeds of the IPO and private placement, totaling $190 million, were placed in a trust account and will be invested in U.S. government treasury obligations or money market funds[26]. - HVII has raised over $900 million of PIPE and backstop capital to support its business combinations[44]. - HVII's trust account has approximately $10.00 per public share available for redemption as of January 21, 2025[93]. - HVII has approximately $190,000,000 in its trust account for business combinations, including $7,600,000 in deferred underwriting discounts and commissions[63]. - Only about $1,843,218 is available to HVII outside the trust account for working capital requirements, which may not be sufficient to operate for the completion window[175]. Acquisition Strategy - HVII aims to acquire businesses with an expected aggregate enterprise value of $500 million or greater, focusing on industrial technology and energy transition sectors[28]. - HVII's investment strategy focuses on industrial technology and energy transition targets with expected aggregate enterprise values of $500 million or greater[46]. - The management team seeks to acquire companies with strong competitive positioning and differentiated technology[49]. - HVII has identified over 1,500 potential targets since 2014, with meaningful reviews of 115 potential acquisition targets[45]. - HVII targets businesses with an expected aggregate enterprise value of $500 million or greater[49]. - The company focuses on large addressable markets within industrial technology and energy transition sectors[49]. Management and Experience - The management team has a strong track record, having completed or advised on 13 business combinations across various industries since 2014[30]. - HVII's management team has completed SPAC business combinations with a combined total enterprise value of $6.7 billion[44]. - HVII's sponsor, Hennessy Capital Group, LLC, is led by experienced executives with a history of successful SPAC transactions, including notable mergers with companies like Blue Bird Corporation and Daseke, Inc.[34]. - The board of directors includes members with extensive experience in public company governance and capital markets, enhancing HVII's competitive position[41]. Business Combination Requirements - HVII has a 24-month window from its IPO to complete its initial business combination[50]. - If the initial business combination is not completed within the timeframe, HVII will redeem public shares at a price based on the trust account balance[52]. - The company must complete business combinations with an aggregate fair market value of at least 80% of the trust account value[55]. - The fair market value of HVII's initial business combination must be at least 80% of the trust account value, excluding deferred underwriting commissions[73]. - HVII will only complete an initial business combination where it owns or acquires 50% or more of the target's outstanding voting securities[74]. Shareholder Rights and Redemption - HVII requires 7,495,834 public shares, or 39.5% of the 19,000,000 public shares sold in its IPO, to be voted in favor of the initial business combination for approval[100]. - If HVII conducts redemptions via a tender offer, the offer will remain open for at least 20 business days[96]. - The redemption right allows public shareholders to redeem shares regardless of their voting decision on the proposed transaction[93]. - Public shareholders are restricted from seeking redemption rights for more than 15% of the shares sold in HVII's initial public offering without prior consent, aimed at preventing large block accumulations[103]. - The redemption amount upon liquidation is expected to be approximately $10.00 per share, but this could be reduced due to claims from creditors against the trust account[114]. - HVII's public shareholders may receive less than $10.00 per share upon redemption if the company fails to complete its initial business combination[170]. - HVII's public shareholders may only receive a pro rata portion of the funds in the trust account if the initial business combination is not completed[152]. Risks and Challenges - The company faces intense competition from other SPACs and private equity groups, which may limit its ability to acquire sizable target businesses[121]. - HVII may not seek shareholder approval for its initial business combination unless required by law or stock exchange rules, allowing for potential redemptions without a vote[83]. - The current economic conditions and market volatility may hinder HVII's ability to secure financing for its initial business combination[136]. - The requirement to complete the initial business combination within a specified timeframe may limit HVII's ability to negotiate favorable terms with potential target businesses[150]. - HVII's financial performance post-business combination may be adversely affected by the lack of an established record of revenue and experienced management[134]. - HVII may face significant write-downs or charges post-business combination, potentially impacting financial condition and share value[176]. - Risks associated with cross-border business combinations include currency fluctuations, tariffs, trade barriers, and longer payment cycles[221]. Regulatory and Compliance Issues - HVII is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[129]. - HVII is classified as a smaller reporting company, allowing it to provide only two years of audited financial statements until its market value reaches $250 million or annual revenues exceed $100 million[132]. - HVII may be classified as a Passive Foreign Investment Company (PFIC), which could lead to adverse U.S. federal income tax consequences for U.S. investors[215]. - A 1% U.S. federal excise tax on stock buybacks could be imposed on redemptions of HVII's shares if it becomes a "covered corporation" in the future[217]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an initial business combination[199]. - Financial statement disclosure requirements may limit the pool of potential target businesses HVII can acquire[198]. Operational Considerations - HVII currently employs three independent contractors and does not plan to hire employees before completing its initial business combination[124]. - The company may face challenges in conducting due diligence in foreign markets and obtaining necessary approvals from local governments[221]. - HVII's operations could suffer if it cannot adequately address the additional risks associated with international business combinations[222]. - The company must navigate complex corporate withholding taxes and varying tax laws compared to the U.S.[221].

As filed with the United States Securities and Exchange Commission on January 15, 2025. Registration No. 333-283087 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Hennessy Capital Investment Corp. VII (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Cayman Islands 6770 98-1813620 (Primary Standard Industrial Classification Code Numb ...

As filed with the United States Securities and Exchange Commission on January 13, 2025. Registration No. 333-283087 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Hennessy Capital Investment Corp. VII (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Cayman Islands 6770 98-1813620 (Primary Standard Industrial Classification Code Numb ...

Washington, D.C. 20549 AMENDMENT NO. 1 TO As filed with the United States Securities and Exchange Commission on December 9, 2024. Registration No. 333-283087 UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cayman Islands 6770 98-1813620 (Primary Standard Industrial Classification Code Number (I.R.S. Employer Identification Number) 195 US Hwy 50, Suite 309 Zephyr Cove, Nevada 89448 Telephone: (775) 339-1671 (Address, including zip code, and te ...

As filed with the United States Securities and Exchange Commission on November 8, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Hennessy Capital Investment Corp. VII (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1813620 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number (I.R.S. Employer Ident ...