Hennessy Capital Investment Corp. VII

Hennessy Capital Investment Corp. VII: 2025 Annual Report Highlights

Business Overview

Hennessy Capital Investment Corp. VII (HVII) is a Special Purpose Acquisition Company, or SPAC, created to acquire and merge with a private company, ultimately bringing it public. Unlike traditional businesses, HVII does not operate or generate revenue from its own activities; its sole mission is to find and combine with a suitable target.

HVII launched its journey with an Initial Public Offering (IPO) on December 15, 2023, raising capital for this purpose. The most significant event for the fiscal year ended December 31, 2025, was the definitive merger agreement HVII signed with ONE Nuclear Energy LLC on October 1, 2025. This agreement details HVII's plan to acquire ONE Nuclear, a company developing advanced nuclear energy solutions. This pivotal step marks HVII's shift from searching for a partner to executing its business combination. Investors can find HVII's shares, rights, and units trading on Nasdaq under the symbols HVII, HVIIR, and HVIIU.

Financial Performance

As a Special Purpose Acquisition Company, HVII's financial picture differs significantly from traditional operating businesses. It generates no revenue from sales; instead, its financial activities revolve around managing the capital raised in its IPO, held in a trust account, and covering expenses related to its formation and the search for a merger partner.

For the fiscal year ended December 31, 2025, HVII's financial highlights include:

• Interest income of approximately $5.2 million from its trust account investments.
• Operating expenses of roughly $8.5 million, primarily covering administrative costs, legal fees, and due diligence for the merger.
• A resulting net loss of approximately $3.3 million.

These results are typical for a SPAC before a merger. HVII prioritizes preserving capital and managing transaction-related costs rather than generating operational profits.

Risk Factors

Investing in HVII carries several significant risks that investors should carefully consider:

• Merger Completion Risk: The primary concern is that the definitive merger agreement with ONE Nuclear Energy LLC might not close by the December 15, 2025 deadline, or at all. This could happen if regulatory approvals are not secured, if shareholders from either HVII or ONE Nuclear do not approve the deal, or due to other unexpected issues. If the merger fails, HVII must liquidate, returning approximately $10.00 per share to public shareholders. This means investors could lose the time value of their money and any premium paid above the trust value.
• Redemption Risk: If many HVII shareholders choose to redeem their shares for cash before the merger, it could significantly reduce the capital available for the combined company. This reduction could hinder ONE Nuclear's post-merger growth plans, necessitate additional financing, or even jeopardize the deal's closing.
• Performance of ONE Nuclear: Even if the merger closes, the combined entity's future success hinges entirely on ONE Nuclear's ability to execute its business plan, successfully develop and commercialize its advanced nuclear technology, and navigate a highly regulated, capital-intensive industry.
• Regulatory and Political Risks: The nuclear energy sector faces heavy regulation and is sensitive to political shifts and policy changes. These factors could affect ONE Nuclear's ability to secure necessary licenses, permits, and funding, as well as influence its operational costs and timelines.
• Technology and Market Acceptance Risk: ONE Nuclear's success depends on the viability and market acceptance of its advanced nuclear technologies, such as Small Modular Reactors (SMRs). These technologies may compete with other energy sources and face public perception challenges regarding nuclear power.
• Liquidity and Volatility: SPAC shares can experience high volatility, especially around the announcement and completion of a business combination. There is no guarantee that the combined company's shares will have a liquid market post-merger.
• Conflicts of Interest: HVII's officers and directors may have other business interests, potentially creating conflicts in their decision-making regarding the business combination.

Management's Discussion and Analysis (MD&A) Highlights

Management's discussion for fiscal year 2025 centers on the progress and implications of the pending business combination.

Results of Operations: As a non-operating SPAC, HVII's financial results directly reflect its unique status. The $3.3 million net loss reported for 2025 stemmed from operating expenses incurred while identifying and evaluating potential target businesses. These expenses included significant legal, advisory, and administrative costs tied to negotiating and announcing the definitive merger agreement with ONE Nuclear Energy LLC. Interest income generated from the trust account partially offset these costs, underscoring the company's strategy to preserve capital during its acquisition search.

Key Developments and Strategic Focus: HVII's most significant strategic achievement in 2025 was successfully identifying ONE Nuclear Energy LLC as a target and subsequently signing a definitive merger agreement. This milestone represents the culmination of management's extensive due diligence and negotiation efforts. The decision to merge with ONE Nuclear aligns with HVII's stated investment criteria: focusing on companies with strong growth potential in attractive industries. The company's strategic focus has now fully shifted to successfully completing this transaction.

Challenges and Outlook: The primary challenge remains successfully closing the merger by the December 15, 2025 deadline. This requires navigating regulatory approvals, securing shareholder consent, and managing potential shareholder redemptions, which could affect the capital available to the combined entity. Post-merger, the challenge will evolve into integrating the two entities and supporting ONE Nuclear's management team as they execute their ambitious business plan.

Leadership and Strategy Changes: While HVII's current leadership, including Chairman and CEO John Hennessy, played a crucial role in identifying and negotiating the ONE Nuclear merger, ONE Nuclear's existing management team will drive the operational strategy post-merger. Upon closing, ONE Nuclear's current CEO and executive team are expected to lead the combined company, with some HVII board members potentially joining the new board. The core strategy will transition from finding an acquisition target to executing ONE Nuclear's plan for developing and deploying advanced nuclear energy solutions.

Financial Health

HVII's financial health is defined by a substantial trust account and minimal operational debt, a structure specifically designed to facilitate its business combination.

As of December 31, 2025, HVII held approximately $200.0 million in its trust account. This capital is invested in U.S. Treasury securities or money market funds, ensuring its preservation. These funds are specifically designated either for the business combination (to pay the target company and cover transaction expenses) or for returning to public shareholders if the merger does not complete. The cash value per Class A ordinary share in the trust account stood at $10.00.

Outside the trust, HVII holds a smaller amount of cash for its operating expenses. These funds typically come from non-interest-bearing loans from its sponsor or affiliates. The company reported minimal debt, primarily comprising these sponsor loans, which it usually repays upon completing a business combination. While this structure provides strong liquidity for the merger, HVII carefully manages its limited operational cash outside the trust.

Future Outlook

HVII's immediate future hinges entirely on successfully completing its merger with ONE Nuclear Energy LLC, a transaction expected to close in the first quarter of 2026.

Guidance and Strategy Post-Merger: Should the merger proceed as planned, ONE Nuclear's ambitious vision to lead in advanced nuclear energy will define the combined company's future. Its strategy will focus on:

• Securing additional funding for reactor development and deployment.
• Obtaining necessary regulatory approvals for its advanced reactor designs.
• Developing and commercializing its Small Modular Reactor (SMR) technology.
• Expanding strategic partnerships to accelerate market penetration.
• Addressing global energy demands and climate change initiatives through innovative nuclear solutions.

The long-term outlook for the combined entity depends on successfully commercializing and widely adopting ONE Nuclear's innovative nuclear technologies, navigating the complex regulatory landscape, and effectively competing in the evolving energy market.

Competitive Position

Once the merger completes, HVII will transform into ONE Nuclear Energy LLC, operating within the highly specialized and emerging advanced nuclear energy sector.

ONE Nuclear aims to differentiate itself by focusing on Small Modular Reactors (SMRs) and other innovative nuclear technologies. These designs offer enhanced safety, efficiency, and scalability compared to traditional large-scale nuclear plants. Key competitors in this space include:

• Established nuclear power developers and operators (e.g., Westinghouse, GE Hitachi Nuclear Energy).
• Other SMR developers and advanced reactor companies (e.g., NuScale Power, TerraPower).
• Alternative clean energy providers (e.g., large-scale solar, wind, geothermal, and battery storage companies) that vie for energy market share and investment.

ONE Nuclear expects its competitive edge to come from its proprietary technology, strategic partnerships, its ability to navigate the complex regulatory landscape for advanced reactors, and its potential to offer more flexible and cost-effective nuclear energy solutions. The company's success will depend on its ability to execute its development roadmap, secure necessary certifications, and demonstrate the economic viability and operational reliability of its advanced nuclear designs.