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For risks related ONE Nuclear to the Proposed Business Combination, please see the “Risk Factors” section of the S-4 Registration Statement.
As a result, in addition to HVII’s initial shareholders’ founder shares and private placement shares held by HVII’s sponsor, HVII would need only 6,178,334, or 32.5%, of the 19,000,000 public shares sold in its initial public offering to be voted in favor of an initial business combination (assuming all outstanding shares are voted, and the parties to the letter agreement do not acquire any Class A ordinary shares) in order to have HVII’s initial business combination approved.
HVII’s initial shareholders own shares representing approximately 26.3% of HVII’s outstanding ordinary shares (excluding the private placement shares).
In certain circumstances, the public shareholders may receive less than $10.00 per share on the redemption of their HVII public shares.
The Sponsor and HVII’s directors, officers, advisors, and their affiliates may elect to purchase HVII’s units, Class A ordinary shares, or share rights from public shareholders, which may influence the vote on HVII’s initial business combination and reduce the public “float” of Class A ordinary shares.
The sponsor and HVII’s directors, officers, advisors, or any of their respective affiliates may purchase HVII’s units, Class A ordinary shares, or share rights or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of HVII’s initial business combination, although they are under no obligation to do so.
If the sponsor or its affiliates engage in such transactions prior to the completion of HVII’s initial business combination, the purchase will be at a price no higher than the price offered through the redemption process.
Any such securities purchased by the sponsor or its affiliates, or any other third party that would vote at the direction of the sponsor or its affiliates, will not be voted in favor of approving HVII’s initial business combination.
None of the funds in the trust account will be used to purchase HVII’s units, Class A ordinary shares or share rights in such transactions.
If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act or other federal securities laws.
Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of ordinary shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.
In the event that the sponsor and HVII’s directors, officers, advisors, or any of their affiliates purchase Class A ordinary shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their Class A ordinary shares.
The sponsor and its affiliates have entered into an agreement with HVII, pursuant to which they have agreed to waive their redemption rights with respect to their Class B ordinary shares and Class A ordinary shares.
The purpose of such purchases would be to ensure that such shares would not be redeemed in connection with HVII’s initial business combination.
Any such purchases of HVII securities may result in the completion of HVII’s initial business combination, which may not otherwise have been possible.
In addition, if such purchases are made, the public “float” of Class A ordinary shares or share rights and the number of beneficial holders of HVII securities may be reduced, possibly making it difficult to maintain the quotation, listing or trading of securities on a national securities exchange post-HVII’s initial business combination.
The sponsor and HVII’s officers, directors, advisors, and/or any of their respective affiliates anticipate that they may identify public shareholders with whom the sponsor or HVII’s officers, directors, advisors, or any of their respective affiliates may pursue privately negotiated purchases by either public shareholders contacting HVII directly or by HVII’s receipt of redemption requests submitted by public shareholders following HVII’s mailing of proxy materials in connection with HVII’s initial business combination.
To the extent that the sponsor or HVII’s officers, directors, advisors, or any of their respective affiliates enter into a private purchase, they would identify and contact only potential selling public shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against HVII’s initial business combination, but only if such ordinary shares have not already been voted at the general meeting held to consider HVII’s initial business combination.
Such persons would select the public shareholders from whom to acquire shares based on the number of shares available, the negotiated price per share and such other factors as any such person may deem relevant at the time of purchase.
The price per share paid in any such transaction may be different than, but not higher than, the amount per share a public shareholder would receive if it elected to redeem its shares in connection with HVII’s initial business combination.
The sponsor or HVII’s officers, directors, advisors, or any of their respective affiliates will purchase shares only if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.
Entering into any such arrangements may have an adverse effect on the price of HVII’s securities.
For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market price and may therefore be more likely to sell the shares he owns, either prior to or immediately after the extraordinary general meeting.
HVII’s initial business combination may be delayed or ultimately prohibited since an initial business combination may be subject to regulatory review and approval requirements, including pursuant to foreign investment regulations and review by governmental entities such as the Committee on Foreign Investment in the United States (“CFIUS”).
Certain investments that involve, directly or indirectly, the acquisition of, or investment in, a U.S. business by a non-U.S. investor may be subject to review and approval by CFIUS.
Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, including the level of non-U.S. beneficial ownership interest and the nature of any information or governance rights involved.
For example, investments that result in “control” of a U.S. business by a foreign person always are subject to CFIUS jurisdiction.
Significant CFIUS reform legislation, which was fully implemented through regulations that became effective on February 13, 2020, expanded the scope of CFIUS’s jurisdiction to investments that do not result in control of a U.S. business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to “critical technologies,” certain “critical infrastructure” and/or “sensitive personal data.” If a potential business combination falls within CFIUS’s jurisdiction, the parties may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the business combination.
The sponsor is a Nevada limited liability company controlled by Hennessy Capital Group LLC, and Daniel J.
Hennessy, the sponsor’s managing members, are citizens of the United States of America.
As a result, the sponsor is a U.S. person under CFIUS regulations.
Thus, this HVII’s sponsor is a limited liability company formed in Nevada and is not, is not controlled by, and does not have any substantial ties with or any members who are, a non-U.S. person, investments that result in “control” of a U.S. business by a foreign person always are subject to CFIUS jurisdiction.
If a particular proposed initial business combination with a U.S. business falls within CFIUS’s jurisdiction, HVII may determine that it is required to make a mandatory filing or that it will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction.
Canoo Inc. filed for bankruptcy and ceased all operations on January 17, 2025.
In addition, charges of this nature may cause HVII to be unable to obtain future financing on favorable terms or at all.
HVII’s initial shareholders, who collectively beneficially own approximately 26.3% of HVII’s ordinary shares, will participate in any vote to amend HVII’s amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose.
HVII’s initial shareholders own shares representing 26.3% of its issued and outstanding ordinary shares.
Of the net proceeds from HVII’s initial public offering and the sale of the private placement units, $182,400,000 was available to complete HVII’s initial business combination and pay related fees and expenses (after taking into account the $7,600,000 of deferred underwriting commissions being held in the trust account) immediately following the closing of HVII’s initial public offering.
HVII’s sponsor owns 6,708,333 founder shares.
HVII cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business Members of HVII’s management team and companies affiliated thereof have been, and may from time to time be, involved in legal proceedings or governmental investigations unrelated to HVII’s business.

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Gone since FY2024

As a result, in addition to HVII’s initial shareholders’ founder shares and private placement shares held by HVII’s sponsor, HVII would need only 7,495,834, or 39.5%, of the 19,000,000 public shares sold in its initial public offering to be voted in favor of an initial business combination (assuming all outstanding shares are voted, and the parties to the letter agreement do not acquire any Class A ordinary shares) in order to have HVII’s initial business combination approved.
HVII’s initial shareholders own shares representing approximately 24% of HVII’s outstanding ordinary shares (excluding the private placement shares).
If HVII seeks shareholder approval of its initial business combination, HVII’s management team, sponsor or any of their respective affiliates may elect to purchase public shares or share rights from public shareholders.
This may influence a vote on a proposed initial business combination and reduce the public “float” of HVII’s Class A ordinary shares.
If HVII seeks shareholder approval of its initial business combination and does not conduct redemptions in connection with its initial business combination pursuant to the tender offer rules, HVII’s management team, sponsor or any of their respective affiliates may purchase public shares or share rights in privately negotiated transactions or in the open market either prior to or following the completion of HVII’s initial business combination, although they are under no obligation or duty to do so.
Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with HVII’s initial business combination.
Such a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of HVII’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.
In the event that HVII’s management team, sponsor or any of their respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.
It is intended that, if Rule 10b-18 would apply to purchases by HVII’s management team, sponsor or any of their respective affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.
Additionally, at any time at or prior to HVII’s initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), HVII’s management team, sponsor or any of their respective affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of HVII’s initial business combination, or not redeem their public shares.
None of the funds in the trust account will be used to purchase public shares, rights or share rights in such transactions.
The purpose of any such transactions could be to: (i) increase the likelihood of obtaining shareholder approval of the business combination, (ii) reduce the number of public share rights outstanding and/or increase the likelihood of approval on any matters submitted to the public share right holders for approval in connection with HVII’s initial business combination or (iii) satisfy a closing condition in an agreement with a target that requires HVII to have a minimum net worth or a certain amount of cash at the closing of HVII’s initial business combination, where it appears that such requirement would otherwise not be met.
Any such purchases of HVII’s securities may result in the completion of HVII’s initial business combination that may not otherwise have been possible.
In addition, if such purchases are made, the public “float” of HVII’s securities may be reduced and the number of beneficial holders of HVII’s securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing, or trading of HVII’s securities on a national securities exchange.
Additionally, in the event HVII’s management team, sponsor or any of their respective affiliates were to purchase public shares or share rights from public shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following: ● HVII’s registration statement/proxy statement filed for HVII’s business combination transaction would disclose the possibility that HVII’s management team, sponsor or any of their respective affiliates may purchase public shares or share rights from public shareholders outside the redemption process, along with the purpose of such purchases; ● if HVII’s management team, sponsor or any of their respective affiliates were to purchase public shares or share rights from public shareholders, they would do so at a price no higher than the price offered through HVII’s redemption process; ● HVII’s registration statement/proxy statement filed for HVII’s business combination transaction would include a representation that any of HVII’s securities purchased by HVII’s management team, sponsor or any of their respective affiliates would not be voted in favor of approving the business combination transaction; ● HVII’s management team, sponsor or any of their respective affiliates would not possess any redemption rights with respect to HVII’s securities or, if they do acquire and possess redemption rights, they would waive such rights; and ● HVII would disclose in a Form 8-K, before HVII’s security holder meeting to approve the business combination transaction, the following material items: ○ the amount of HVII’s securities purchased outside of the redemption offer by HVII’s management team, sponsor or any of their respective affiliates, along with the purchase price; ○ the purpose of the purchases by HVII’s management team, sponsor or any of their respective affiliates; ○ the impact, if any, of the purchases by HVII’s management team, sponsor or any of their respective affiliates on the likelihood that the business combination transaction will be approved; ○ the identities of HVII’s security holders who sold to HVII’s sponsor, directors, executive officers or any of their affiliates (if not purchased on the open market) or the nature of HVII’s security holders (e.g., 5% security holders) who sold to HVII’s management team, sponsor or any of their respective affiliates; and ○ the number of HVII’s securities for which HVII has received redemption requests pursuant to HVII’s redemption offer.
Please the section of this Report entitled “ Business — Permitted Purchases of HVII’s Securities ” for a description of how such persons will determine from which shareholders to seek to acquire securities.
HVII may not be able to complete an initial business combination since such initial business combination may be subject to regulatory review and approval requirements, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the United States (“CFIUS”), or may be ultimately prohibited.
HVII’s initial business combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited.
For example, CFIUS has authority to review direct or indirect foreign investments in U.S. companies.
Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings and to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties to that investment choose not to file voluntarily.
In the case that CFIUS determines an investment to be a threat to national security, CFIUS has the power to unwind or place restrictions on the investment.
Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on — among other factors — the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved.
While HVII’s sponsor is a limited liability company formed in Nevada and is not, is not controlled by, and does not have any substantial ties with or any members who are, a non-U.S. person, investments that result in “control” of a U.S. business by a foreign person always are subject to CFIUS jurisdiction.
CFIUS’s expanded jurisdiction under the Foreign Investment Risk Review Modernization Act of 2018 and implementing regulations that became effective on February 13, 2020, further includes investments that do not result in control of a U.S. business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to “critical technologies,” “critical infrastructure,” and/or “sensitive personal data.” If a particular proposed initial business combination with a U.S. business falls within CFIUS’s jurisdiction, HVII may determine that it is required to make a mandatory filing or that it will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction.
The dismissal was appealed by the plaintiffs.
In addition, charges of this nature may cause HVII to violate net worth or other covenants to which it may be subject as a result of assuming pre-existing debt held by a target business or by virtue of obtaining debt financing to partially finance the initial business combination.
HVII’s initial shareholders, who collectively beneficially own approximately 24% of HVII’s ordinary shares, will participate in any vote to amend HVII’s amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose.
HVII’s initial shareholders own shares representing 24% of its issued and outstanding ordinary shares.
Of the net proceeds from HVII’s initial public offering and the sale of the private placement units (excluding $1,843,218), $182,400,000, will be available to complete HVII’s initial business combination and pay related fees and expenses (after taking into account the $7,600,000 of deferred underwriting commissions being held in the trust account).
HVII’s sponsor owns 6,708,333 founder shares (as of March 28, 2025).
Members of HVII’s management team and companies affiliated thereof have been, and may from time to time be, involved in legal proceedings or governmental investigations unrelated to HVII’s business.
HVII’s units, Class A ordinary shares and share rights are listed on Nasdaq.
HVII cannot assure investors that its securities will continue to be listed on Nasdaq in the future or prior to HVII’s initial business combination.
Additionally, in connection with its initial business combination, HVII will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of its securities on Nasdaq.
For instance, HVII’s share price would generally be required to be at least $4.00 per share, the market value of its listed securities would generally be required to be at least $75 million, the number of unrestricted publicly held shares must be at least 1.1 million with an aggregate market value of at least $20 million and HVII would be required to have a minimum of 400 round lot holders (with at least 50% of such round lot holders holding securities with a market value of at least $2,500) of its securities.
Additionally, HVII’s units will not be traded after completion of its initial business combination and, in connection with its initial business combination, HVII will be required to demonstrate compliance with Nasdaq initial listing requirements, which are more rigorous than Nasdaq continued listing requirements, in order to continue to maintain the listing of its securities on Nasdaq.
For instance, in order for HVII’s shares to be listed upon the consummation of its business combination, at such time HVII’s share price would generally be required to be at least $4.00 per share, HVII’s total market capitalization would be required to be at least $200.0 million, the aggregate market value of publicly held shares would be required to be at least $100.0 million and HVII would be required to have at least 400 round lot shareholders.
There is no assurance that HVII will be able to meet those listing requirements at that time.
If this were to occur, HVII could face significant material adverse consequences, including: ● a limited availability of market quotations for HVII’s securities; ● reduced liquidity for HVII’s securities; ● a determination that HVII’s Class A ordinary shares are “penny stock” which will require brokers trading in HVII’s Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for HVII’s securities; ● a limited amount of news and analyst coverage; and ● a decreased ability to issue additional securities or obtain additional financing in the future.
Although the states are preempted from regulating the sale of HVII’s securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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