As filed with the Securities and Exchange Commission on December 23, 2025

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
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	99-4813262
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

For Co-Registrant, see “Co-Registrants Table” on the following page.

195 US Hwy 50, Suite 207

Zephyr Cove, Nevada 89448

Telephone: (775) 339-1671
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Copies to:

Jeffrey N. Smith
Michael P. Heinz
Sidley Austin LLP
One South Dearborn Street
Chicago, IL 60603
Tel: (312) 853-7000 Jonathan H. Talcott E. Peter Strand Nelson Mullins Riley & Scarborough LLP 101 Constitution Avenue, NW Suite 900 Washington, D.C., 20001 Tel: (202) 689-2800

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the business combination described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CO-REGISTRANTS

Exact Name of Co-Registrant as Specified in its Charter(1)(2)	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
ONE Nuclear Energy LLC	Delaware	4911	33-3449269

(1) The Co-Registrant has the following principal executive office:

ONE Nuclear Energy LLC
700 S. Rosemary Avenue, Suite 204
West Palm Beach, FL 33401
Telephone: (561) 779-9400

(2) The agent for service for the Co-Registrant is:

Richard Taylor 

ONE Nuclear Energy LLC

Co-Founder, Chairman, Chief Executive Officer
700 S. Rosemary Avenue, Suite 204
West Palm Beach, FL 33401
Telephone: (561) 779-9400

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities described herein may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION DATED DECEMBER 23, 2025

proxy statement for extraordinary general meeting of hennessy capital investment corp. VII

(A Cayman Islands Exempted Company WITH LIMITED LIABILITY)

AND
PROSPECTUS FOR UP TO 137,410,526 SHARES OF COMMON STOCK, AND
19,690,000 RIGHTS TO PURCHASE SHARES OF COMMON STOCK
OF
HENNESSY cAPITAL INVESTMENT CORP. VII
(TO BE RENAMED “ONE Nuclear ENERGY INC.” EFFECTIVE IMMEDIATELY FOLLOWING
THE CONSUMMATION OF THE BUSINESS COMBINATION DESCRIBED HEREIN)

Hennessy Capital Investment Corp. VII

195 US Hwy 50, Suite 207

Zephyr Cove, Nevada 89448

Dear Hennessy Capital Investment Corp. VII Shareholders:

Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (“HVII”), cordially invites you to attend an extraordinary general meeting of shareholders (the “extraordinary general meeting”) to consider matters related to the proposed Business Combination (as defined and described below). The extraordinary general meeting will be held on [   ], 2026, at [  ] [a.m. / p.m.], Eastern time, or at such other time and such other date to which the extraordinary general meeting may be adjourned or postponed, via a virtual meeting. To register and receive access to the extraordinary general meeting, registered shareholders and beneficial shareholders (i.e., those holding shares in a stock brokerage account or by a bank or other nominee) will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus.

Overview of the Business Combination and Domestication

On October 22, 2025, HVII, Solis Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of HVII (“Merger Sub”), and ONE Nuclear Energy LLC, a Delaware limited liability company (“ONE Nuclear”), entered into the Business Combination Agreement, dated as of October 22, 2025 (as may be amended or supplemented from time to time, the “Business Combination Agreement”). ONE Nuclear is an independent developer of large-scale energy solutions powered by natural gas and advanced nuclear small modular reactor (SMR) technologies.

Pursuant to the terms of the Business Combination Agreement, among other things, at the closing of the transactions contemplated thereby (the “Closing,” and the date on which the Closing occurs, the “Closing Date”) and following the Domestication (as defined below), Merger Sub will merge with and into ONE Nuclear (the “Merger”), with ONE Nuclear being the surviving company of the Merger. The Merger and the other transactions described in the Business Combination Agreement are collectively referred to as the “Business Combination.” Following the Closing, ONE Nuclear will be a direct wholly-owned subsidiary of HVII, and HVII will be renamed “One Nuclear Energy Inc.” (HVII as of and following the Merger, “New ONE Nuclear”).

The aggregate consideration to be paid to the members of ONE Nuclear (the “ONE Nuclear Members”) at the Closing is $1.00 billion (the “Base Purchase Price”). The Base Purchase Price will be paid entirely in stock, comprised of newly issued shares of common stock of New ONE Nuclear, par value $0.0001 per share (“New ONE Nuclear Common Stock”), at a price per share equal to the Redemption Price (as defined below). In addition, the ONE Nuclear Members will be entitled to receive up to an aggregate of 13.0 million additional shares of New ONE Nuclear Common Stock (“Earnout Shares”) in contingent consideration, subject to the achievement of certain New ONE Nuclear Common Stock share price milestones (e.g., one-third of the Earnout Shares are issuable when the closing price of New ONE Nuclear Common Stock equals or exceeds $12.50, $15.00 and $17.50 per share), subject to certain conditions and limitations. See “The Business Combination Agreement — Consideration; Conversion of Securities — Company Earnout” for further information on the contingent consideration payable to the ONE Nuclear Members.

On the Closing Date prior to Closing, (a) each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of HVII (each an “HVII Class B Ordinary Share”) will convert (the “Sponsor Share Conversion”) automatically, on a one-for-one basis, into one Class A ordinary share, par value $0.0001 per share, of HVII (each an “HVII Class A Ordinary Share” and together with the HVII Class B Ordinary Shares, the “HVII Ordinary Shares”); (b) immediately after the Sponsor Share Conversion, HVII will transfer by way of continuation and deregistration to and domesticate as a Delaware corporation (such continuation and domestication, the “Domestication”); and (c) in connection with, and after giving effect to, the Domestication, (i) each then issued and outstanding HVII Class A Ordinary Share will convert automatically, on a one-for-one basis, into one share of New ONE Nuclear Common Stock, (ii) each then issued and outstanding HVII right will convert automatically into a right to acquire one-twelfth (1/12) of one share of New ONE Nuclear Common Stock at Closing (each a “Domesticated HVII Right”), and (iii) each then issued and outstanding unit of HVII will be cancelled, and one share of New ONE Nuclear Common Stock and one Domesticated HVII Right will be issued in respect thereof. For more information regarding the Domestication, see the section of the accompanying proxy statement/prospectus entitled “Proposal No. 2 – The Domestication Proposal”.

HVII’s units, HVII Class A Ordinary Shares and HVII Rights are currently listed on the Nasdaq Global Market under the symbols “HVIIU,” “HVII,” and “HVIIR,” respectively. Shares of New ONE Nuclear Common Stock are expected to trade on the Nasdaq under the ticker symbol “ONEN” following the Closing. At the Closing, each twelve Domesticated HVII Rights will convert into one share of New ONE Nuclear Common Stock, and therefore there will be no Nasdaq listing of Domesticated HVII Rights following the consummation of the Business Combination.

In connection with the execution of the Business Combination Agreement, certain of the ONE Nuclear Members, HVII and ONE Nuclear entered into a Member Support Agreement, pursuant to which, among other things, and subject to the terms and conditions set forth therein, the ONE Nuclear Members parties thereto agreed (a) to attend and vote at any meeting of the ONE Nuclear Members (including any postponement or adjournment thereof) and execute and deliver written consent or approval in any action by written consent or approval of the ONE Nuclear Members requested by ONE Nuclear, all of the units of ONE Nuclear held by the ONE Nuclear Members parties thereto (i) in favor of the approval and adoption of the Business Combination Agreement, the Merger and the other transactions contemplated by the Business Combination Agreement (the “Transactions”), and (ii) against any action, agreement or transaction or proposal that would reasonably be expected to prevent, impede, interfere with, delay, postpone or adversely affect the Merger or the other Transactions in any material respect and (b) not to transfer or redeem any units of ONE Nuclear held by them prior to Closing, subject to certain exceptions.

In connection with the execution of the Business Combination Agreement, the Sponsor and HVII’s directors and officers executed a Sponsor Support Agreement, pursuant to which, among other things, and subject to the terms and conditions set forth therein, HC VII Sponsor LLC (the “Sponsor”) and the other HVII shareholders parties thereto agreed (a) to vote all of the HVII Ordinary Shares that they hold in favor of the Business Combination Agreement, the Transactions and any related actions, and against any other transactions or proposals intended, or that would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions in any material respect and (b) not to transfer or redeem any of the HVII Ordinary Shares or HVII units held by them prior to Closing, subject to certain exceptions.

Additionally, in connection with the Business Combination Agreement, certain related agreements and documents will be entered into, upon the consummation of the Mergers, including an Amended and Restated Registration Rights Agreement and Lock-up Agreements, substantially in the forms attached hereto as Annex D and Annex E, respectively, with certain of the HVII shareholders (including the Sponsor and HVII’s directors and officers) and ONE Nuclear Members. See the sections of the accompanying proxy statement/prospectus entitled “Certain Agreements Related to the Business Combination — Amended and Restated Registration Rights Agreement” and “—Lock-Up Agreements” for additional information.

The Extraordinary General Meeting and the Proposals

HVII cannot complete the Business Combination unless HVII’s shareholders approve the Business Combination Agreement and the Transactions. HVII is providing the accompanying proxy statement/prospectus and proxy card to you in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments or postponements thereof. In connection with the extraordinary general meeting, shareholders of HVII Class A Ordinary Shares have certain redemption rights, as described in more detail in the accompanying proxy statement/prospectus.

At the extraordinary general meeting, HVII shareholders will be asked to consider and vote upon a proposal to approve the Business Combination Agreement and the Transactions (the “Business Combination Proposal”).

In additional to the Business Combination Proposal, HVII shareholders will also be asked to consider and vote upon:

● The “Domestication Proposal” — a proposal to consider and vote upon a proposal to approve, by special resolution, of holders of HVII Class B Ordinary Shares, the Domestication.

● The “Stock Issuance Proposal” — a proposal to consider and vote upon a proposal to approve, by ordinary resolution, for purposes of complying with the applicable listing rules of Nasdaq, the issuance or potential issuance of more than 20% of the issued and outstanding shares of New ONE Nuclear Common Stock to the holders of units of ONE Nuclear as of immediately prior to the effective time of the Merger.

● The “Organizational Documents Proposal” — a proposal to consider and vote upon a proposal to approve, by special resolution, and adopt the proposed new certificate of incorporation of HVII (the “New ONE Nuclear Charter”) and the proposed new bylaws (the “New ONE Nuclear Bylaws”) of HVII to be in effect following the Domestication. The form of each of the New ONE Nuclear Charter and the New ONE Nuclear Bylaws is attached to the accompanying proxy statement/prospectus as Annex B and Annex C, respectively.

● The “Advisory Organizational Documents Proposals” — a proposal to consider and vote upon six separate governance proposals to approve, in each case by way of special resolution and on a non-binding and advisory basis only, certain material changes between the HVII Charter and the New ONE Nuclear Charter and New ONE Nuclear Bylaws, which are being presented in accordance with SEC guidance and to give HVII shareholders the opportunity to present their separate views on important corporate governance procedures:

○	Proposal No. 5A—Changes to Authorized Share Capital;
○	Proposal No. 5B—Required Vote to Amend Charter;
○	Proposal No. 5C—Director Removal;
○	Proposal No. 5D—Exclusive Forum Provision;
○	Proposal No. 5E—Shareholder Action by Written Consent; and
○	Proposal No. 5F—Removal of Blank Check Company Provisions.

● The “Incentive Plan Proposal” — a proposal to consider and vote upon a proposal, by way of ordinary resolution, to approve and adopt the ONE Nuclear Equity Incentive Plan and any form award agreements thereunder. The form of the ONE Nuclear Equity Incentive Plan is attached to the accompanying proxy statement/prospectus as Annex F.

● The “Director Election Proposal” — a proposal to consider and vote upon a proposal to elect, by ordinary resolution, seven (7) directors, effective as of the Closing, to serve staggered terms on the board of directors of New ONE Nuclear until the date of the first, second and third annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified, subject to such director’s earlier death, disqualification, resignation, or removal.

● The “Adjournment Proposal” — a proposal to consider and vote upon a proposal to approve, by ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated votes at the time of the extraordinary general meeting, there are not sufficient votes to approve one or more proposals presented at the extraordinary general meeting to shareholders for vote, (ii) in order to seek withdrawals from HVII shareholders who have exercised their redemption right, or (iii) as otherwise determined by the Chairman of the extraordinary general meeting, in his sole discretion, to facilitate the Domestication, the Merger or any other transaction contemplated by the Business Combination Agreement or the related agreements.

Each Proposal is more fully described in this proxy statement/prospectus, which each shareholder is encouraged to read carefully.

HVII may not consummate the Business Combination unless the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Director Election Proposal and the Incentive Plan Proposal are approved (collectively, the “Condition Precedent Proposals”). Each of the Condition Precedent Proposals is cross conditioned on the approval of each of the other Condition Precedent Proposals. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in the accompany proxy statement/prospectus and is not a condition the approval of any of the Condition Precedent Proposals. The Advisory Organization Documents Proposals consists of non-binding advisory proposals.

Only holders of record of HVII Class A Ordinary Shares and HVII Class B Ordinary Shares, at the close of business on [      ], 2026 are entitled to notice of the extraordinary general meeting and to vote at the extraordinary general meeting and any adjournments or postponements of the extraordinary general meeting.

The approval of each of the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal are each being proposed as an ordinary resolution, being a resolution passed at the extraordinary general meeting by a simple majority of the holders of the issued and outstanding HVII Ordinary Shares being entitled to do so, voting in person or by proxy thereon. Approval of the Domestication Proposal is being proposed as a special resolution for the holders of HVII Class B Ordinary Shares, being a resolution passed at the extraordinary general meeting by the affirmative vote of at least two-thirds of the holders of the issued and outstanding HVII Class B Ordinary Shares being entitled to do so, voting in person or by proxy thereon. Approval of the Organizational Documents and each of the Advisory Organizational Documents are being proposed as a special resolution, being a resolution passed at the extraordinary general meeting by the affirmative vote of at least two-thirds of the holders of the issued and outstanding HVII ordinary shares being entitled to do so, voting in person or by proxy thereon. An HVII shareholder’s failure to vote by proxy, over the internet, or in person online at the HVII Shareholders’ Meeting will have no effect on the approval of the Business Combination Proposal once a quorum (the holders of at least a majority of the issued and outstanding HVII ordinary shares, present in person or by proxy) is obtained.

Pursuant to a letter agreement, the Sponsor and HVII’s officers and directors have agreed to support the adoption of the Business Combination Proposal and the Business Combination. As of the record date, the Sponsor and HVII’s officers and directors beneficially own an aggregate of approximately 6,833,333 HVII ordinary shares. As a result, in addition to the HVII ordinary shares voted by the Sponsor and HVII’s officers and directors, HVII would need (i) 6,178,334, or 32.52%, of the 19,000,000 HVII Class A Ordinary Shares sold in HVII’s initial public offering (the “IPO”) to be voted in favor of the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the Director Election Proposal and (ii) 10,515,556, or 55.3%, of the 19,000,000 HVII Public Shares (as defined below) sold in the IPO to be voted in favor of the Organizational Documents Proposal in order to have the Business Combination approved, assuming all outstanding shares are voted and the parties to the letter agreement do not acquire any additional HVII Ordinary Shares. Assuming that only the holders of one-half of its issued and outstanding HVII Ordinary Shares, representing a quorum under the HVII’s organizational documents vote their HVII Ordinary Shares at the extraordinary general meeting, and also assuming that the parties to the letter agreement do not acquire any additional HVII Ordinary Shares (i) HVII would not need any additional HVII Class A Ordinary Shares to be voted in favor of the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the Director Election Proposal in order to approve the Business Combination but (ii) HVII would need 1,841,112, or 9.7%, of the 19,000,000 HVII Class A Ordinary Shares sold in the IPO to be voted in favor of the Organizational Documents Proposal in order to have the Business Combination approved.

After careful consideration, the board of directors of HVII (the “HVII Board”) has unanimously approved the Business Combination Agreement and the Transactions, and the HVII Board has determined that the Transactions are in the best interests of HVII and its shareholders. The HVII Board recommends that you vote “FOR” each of the Proposals described in the accompanying proxy statement/prospectus.

Potential Conflicts of Interest and Compensation of the Sponsor and its affiliates in connection with the Business Combination

When you consider the HVII Board’s recommendation of these Proposals, you should keep in mind that there may be actual or potential material conflicts of interest between or among (i) the Sponsor, its affiliates, certain HVII directors and officers, or promoters and (ii) unaffiliated security holders of HVII. Such conflicts of interest may include a material conflict of interest arising in determining whether to proceed with the Business Combination and a material conflict of interest arising from the interest that the Sponsor and its affiliates have in the Business Combination. Also, ONE Nuclear and its officers have financials interests that are different from, or in addition to, the interests of unaffiliated HVII shareholders, which could cause ONE Nuclear to pursue terms in the Business Combination that are less favorable to non-redeeming shareholders. For additional information, see “The Business Combination — Interests of Certain Persons in the Business Combination” and “Summary of the Proxy Statement/Prospectus — Interests of HVII’s Officers and Directors in the Business Combination.” The HVII Board was aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to HVII’s shareholders that they approve the Business Combination.

Upon the Closing, the Sponsor and HVII’s directors and officers will receive an aggregate of (i) 6,333,333 shares of New ONE Nuclear Common Stock in respect of the outstanding 6,333,333 HVII Class B Ordinary Shares, which were purchased for an aggregate purchase price of $25,000, and (ii) 747,500 shares of New ONE Nuclear Common Stock in respect of the Sponsor’s outstanding 500,000 HVII units, which were purchased for an aggregate purchase price of $5 million simultaneously with the consummation of the IPO. In addition, HVII pays $25,000 per month to an affiliate of the Sponsor for office space, utilities and secretarial and administrative support. If the Sponsor, an affiliate of the Sponsor, or HVII’s officers and directors make any working capital loans to HVII, up to $2,500,000 of such working capital loans may be convertible into private placement units of HVII at a price of $10.00 per unit at the option of the lender. The compensation received or to be received by the Sponsor, its affiliates, and HVII’s officers and directors and the securities to be issued to the Sponsor, its affiliates, and HVII’s officers and directors in connection with the Closing, may result in a material dilution of the equity interest of non-redeeming public shareholders of HVII. See “Risk Factors — Risks Related to HVII and the Business Combination — HVII Public Shareholders will experience immediate dilution as a consequence of the issuance of shares of New ONE Nuclear Common Stock as consideration in the Business Combination and due to future issuances pursuant to the Incentive Plan and the HVII Rights. Having a minority stock ownership position may reduce the influence that current HVII Shareholders have on the management of New ONE Nuclear.”

Redemption Rights for HVII Class A Ordinary Shares

Pursuant to HVII’s amended and restated memorandum and articles of association, HVII is providing the holders of HVII Class A Ordinary Shares originally sold as part of the units issued in the IPO (the “HVII Public Shares” and such holders, the “HVII Public Shareholders”) with the opportunity to redeem, upon the Closing, a HVII Public Share then held by them for cash equal to the aggregate amount then on deposit in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to HVII for permitted withdrawals) from the IPO and a concurrent private placement of units to the Sponsor and the IPO Underwriters, calculated as of two (2) business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to HVII to pay its taxes, divided by the number of then issued HVII Public Shares, calculated in accordance with HVII’s amended and restated memorandum and articles of association (the “Redemption Price”). For illustrative purposes, based on funds in the Trust Account of approximately $196.40 million (after giving effect to permitted withdrawals and franchise and income taxes payable) on November 30, 2025, the estimated per share Redemption Price would have been approximately $10.34. HVII Public Shareholders may elect to redeem their shares whether or not they are holders as of the record date and whether or not they vote for the Business Combination Proposal.

Notwithstanding the foregoing redemption rights, an HVII Shareholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the outstanding HVII Class A Ordinary Shares sold in the IPO.

The Sponsor and HVII’s officers and directors have agreed to waive their redemption rights in connection with the Business Combination with respect to any HVII Class A Ordinary Shares they may hold. The Sponsor and HVII’s officers and directors have agreed to waive their redemption rights in connection with the Business Combination with respect to any HVII Class A Ordinary Shares they may hold. HVII Class B Ordinary Shares will be excluded from the pro rata calculation used to determine the Redemption Price.

Conclusion and Requested Action

Your vote is very important. Please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to ensure that your shares are represented at the extraordinary general meeting. More information about HVII, ONE Nuclear, the Business Combination and the Proposals is contained in the accompanying proxy statement/prospectus. HVII and ONE Nuclear urge you to carefully read the accompanying proxy statement/prospectus, including the financial statements and annexes and other documents referred to therein, carefully and in their entirety. In particular, you should carefully consider the matters discussed under “Risk Factors” beginning on page 56 of the accompanying proxy statement/prospectus.

Following the Business Combination, New ONE Nuclear will be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the Proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and you do not attend the extraordinary general meeting in person online, your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person online.

If you have any questions or need assistance voting your HVII ordinary shares, please contact Advantage Proxy, Inc., HVII’s proxy solicitor, by calling (877) 870-8565 or by emailing ksmith@advantageproxy.com. The notice of the extraordinary general meeting and the proxy statement/prospectus relating to the Business Combination will be available at [            ].

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE HVII REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO HVII’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of the HVII Board, I thank you for your support and look forward to the successful completion of the Business Combination.

	Sincerely,
[            ], 2026	/s/ Daniel J. Hennessy
	Daniel J. Hennessy
	Chairman of the Board and Chief Executive Officer

The accompanying proxy statement/prospectus is dated [         ], 2026 and is first being mailed to the shareholders of HVII on or about [        ], 2026.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

PRELIMINARY PROXY STATEMENT AND PROSPECTUS

SUBJECT TO COMPLETION, DATED DECEMBER 23, 2025

Hennessy Capital INVESTMENT Corp. VII

195 US Hwy 50, Suite 207

Zephyr Cove, Nevada 89448

NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON [___], 2026

To the shareholders of Hennessy Capital Investment Corp. VII:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “extraordinary general meeting”) of Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (“HVII,” “we,” “our” or “us”), will be held on [___], 2026, at [___] [a.m. / p.m.], Eastern time, via live webcast at the following address [___]. You will need the 12-digit meeting control number that is printed on your proxy card to enter the extraordinary general meeting. HVII recommends that you log in at least 15 minutes before the extraordinary general meeting to ensure you are logged in when the extraordinary general meeting starts. Please note that you will not be able to attend the extraordinary general meeting in person. You are cordially invited to attend the extraordinary general meeting for the following purposes:

● Proposal No. 1 — The “Business Combination Proposal” — to consider and vote upon a proposal to approve, by ordinary resolution, the Business Combination Agreement, dated as of October 22, 2025, by and among HVII, Solis Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of HVII (“Merger Sub”), and ONE Nuclear Energy LLC, a Delaware limited liability company (“ONE Nuclear”) (as may be amended or supplemented from time to time, the “Business Combination Agreement”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, pursuant to which, among other things, at the closing of the transactions contemplated thereby (the “Closing”) and following the Domestication (as defined below), Merger Sub will merge with and into ONE Nuclear (the “Merger”), with ONE Nuclear being the surviving company of the Merger and ultimately continuing as a direct wholly-owned subsidiary of HVII (HVII as of and following the Merger, “New ONE Nuclear”), and the transaction contemplated thereby. We refer to the Merger and the other transactions described in the Business Combination Agreement collectively hereafter as the “Business Combination.”

● Proposal No. 2 — The “Domestication Proposal” — to consider and vote upon a proposal to approve, by special resolution, of holders of Class B ordinary shares, par value $0.0001 per share, of HVII (each an “HVII Class B Ordinary Share”), a change in the corporate structure and domicile of HVII, which will be accomplished by continuation of HVII from an exempted company with limited liability incorporated in accordance with the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware (the “Domestication”). The Domestication will be effected prior to the Closing on the date of the Closing by HVII filing a certificate of corporate domestication and the proposed new certificate of incorporation of HVII (the “New ONE Nuclear Charter”) with the Delaware Secretary of State and filing an application to de-register with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Domestication, HVII will become a Delaware corporation and in connection with the Business Combination all outstanding securities of HVII will convert into corresponding securities of common stock of New ONE Nuclear, as described in more detail in the accompanying proxy statement/prospectus.

● Proposal No. 3 — The “Stock Issuance Proposal” — to consider and vote upon a proposal to approve, by ordinary resolution, for purposes of complying with the applicable listing rules of Nasdaq, the issuance or potential issuance of more than 20% of the issued and outstanding shares of New ONE Nuclear common stock to the holders of units of ONE Nuclear as of immediately prior to the effective time of the Merger.

● Proposal No. 4 — The “Organizational Documents Proposal” — to consider and vote upon a proposal to approve, by special resolution, and adopt the New ONE Nuclear Charter and the proposed new bylaws (the “New ONE Nuclear Bylaws” and together with the New ONE Nuclear Charter, the “New ONE Nuclear Organizational Documents”) of HVII to be in effect following the Domestication. The form of each of the New ONE Nuclear Charter and the New ONE Nuclear Bylaws is attached to the accompanying proxy statement/prospectus as Annex B and Annex C, respectively.

● Proposal No. 5A through 5F — The “Advisory Organizational Documents Proposals” — to consider and vote upon six separate governance proposals to approve, in each case by way of special resolution and on a non-binding and advisory basis only, certain material changes between the HVII Charter and the New ONE Nuclear Charter and New ONE Nuclear Bylaws, which are being presented in accordance with SEC guidance and to give HVII shareholders the opportunity to present their separate views on important corporate governance procedures:

○	Proposal No. 5A—Changes to Authorized Share Capital;
○	Proposal No. 5B—Required Vote to Amend Charter;
○	Proposal No. 5C—Director Removal;
○	Proposal No. 5D—Exclusive Forum Provision;
○	Proposal No. 5E—Shareholder Action by Written Consent; and
○	Proposal No. 5F—Removal of Blank Check Company Provisions.

● Proposal No. 6 — The “Incentive Plan Proposal” — to consider and vote upon a proposal, by way of ordinary resolution, to approve and adopt the ONE Nuclear Equity Incentive Plan and any form award agreements thereunder. The form of the ONE Nuclear Equity Incentive Plan is attached to the accompanying proxy statement/prospectus as Annex F.

● Proposal No. 7 — The “Director Election Proposal” — to consider and vote upon a proposal to elect, by ordinary resolution, seven (7) directors, effective as of the Closing, to serve staggered terms on the board of directors of New ONE Nuclear until the date of the first, second and third annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified, subject to such director’s earlier death, disqualification, resignation, or removal.

● Proposal No. 8 — The “Adjournment Proposal” — to consider and vote upon a proposal to approve, by ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated votes at the time of the extraordinary general meeting, there are not sufficient votes to approve one or more proposals presented at the extraordinary general meeting to shareholders for vote, (ii) in order to seek withdrawals from HVII shareholders who have exercised their redemption right, or (iii) as otherwise determined by the Chairman of the extraordinary general meeting, in his sole discretion, to facilitate the Domestication, the Merger or any other transaction contemplated by the Business Combination Agreement or the related agreements.

These items of business are described in the accompanying proxy statement/prospectus, which you are encouraged to read carefully and in its entirety before voting.

Only holders of record of Class A ordinary shares, par value $0.0001 per share, of HVII (“HVII Class A Ordinary Shares”) and HVII Class B Ordinary Shares, at the close of business on [___], 2026 are entitled to notice of the extraordinary general meeting and to vote at the extraordinary general meeting and any adjournments or postponements of the extraordinary general meeting.

Pursuant to HVII’s amended and restated memorandum and articles of association (the “HVII Charter”), we are providing the holders of HVII Class A Ordinary Shares originally sold as part of the units issued in our initial public offering (the “IPO” and such holders, the “Public Shareholders”), with the opportunity to redeem, upon the Closing, HVII Class A Ordinary Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to HVII) from the IPO and a concurrent private placement of units to HC VII Sponsor LLC (the “Sponsor”) and underwriters of the IPO. For illustrative purposes, based on funds in the Trust Account of approximately $196.40 million (after giving effect to permitted withdrawals and franchise and income taxes payable) on November 30, 2025, the estimated per share Redemption Price would have been approximately $10.34. Public Shareholders may elect to redeem their shares whether or not they are holders as of the record date and whether or not they vote for the Business Combination Proposal. Notwithstanding the foregoing redemption rights, a Public Shareholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the outstanding HVII Class A Ordinary Shares sold in the IPO. Holders of HVII’s outstanding share rights sold are part of the units in the IPO, which are exercisable for HVII Class A Ordinary Shares upon the Closing, do not have redemption rights in connection with the Business Combination. The Sponsor and our officers and directors have agreed to waive their redemption rights in connection with the Business Combination with respect to any HVII Class A Ordinary Shares they may hold. HVII Class B Ordinary Shares will be excluded from the pro rata calculation used to determine the per share redemption price.

Currently, the Sponsor and our officers and directors own approximately 26.3% of our issued and outstanding ordinary shares, including all of the HVII Class B Ordinary Shares. The Sponsor and our officers and directors have agreed to vote any HVII Class A Ordinary Shares and HVII Class B Ordinary Shares owned by them in favor of the Business Combination.

HVII may not consummate the Business Combination unless the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Director Election Proposal and the Incentive Plan Proposal are approved (collectively, the “Condition Precedent Proposals”). Each of the Condition Precedent Proposals is cross conditioned on the approval of each of the other Condition Precedent Proposals. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in the accompany proxy statement/prospectus and is not a condition the approval of any of the Condition Precedent Proposals. The Advisory Organization Documents Proposals consists of non-binding advisory proposals.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE HVII REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO HVII’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

The Board of Directors of HVII has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Organizational Documents Proposal, “FOR” each of the Advisory Organizational Documents Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Director Election Proposal and “FOR” the Adjournment Proposal. When considering our Board of Directors’ recommendation of these proposals, you should keep in mind that certain HVII directors and officers have interests in the Business Combination that are different from or in addition to (or which may conflict with) your interests as shareholders. Please see the section in the accompanying proxy statement/prospectus entitled “The Business Combination — Interests of HVII’s Directors and Officers in the Business Combination.”

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Advantage Proxy, Inc., at (877) 870-8565; banks and brokers can call collect at (206) 870-8565.

	By Order of the Board of Directors,
[___], 2026	Daniel J. Hennessy
	Chairman of the Board and Chief Executive Officer

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS	1
ADDITIONAL INFORMATION	2
TRADEMARKS, TRADE NAMES AND SERVICE MARKS	3
MARKET AND INDUSTRY DATA	4
FREQUENTLY USED TERMS	5
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE HVII SHAREHOLDERS’ MEETING	11
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS	30
Parties to the Business Combination	30
Organizational Structure	31
The Business Combination	31
Closing and Conditions to the Closing	33
Other Agreements Related to the Business Combination Agreement	38
Board of New ONE Nuclear following the Business Combination	39
Pro Forma Ownership of New ONE Nuclear	40
Sources and Uses of Funds for the Business Combination	40
Proposals for HVII Shareholder Approval	42
Date, Time and Place of Special Meeting	43
Record Date and Voting	43
Solicitation of Proxies and Revoking your Proxy	43
Quorum and Vote Required for the HVII Proposals	43
Recommendation to HVII Shareholders	44
Reasons for the Approval of the Business Combination	44
Interests of HVII’s Directors and Officers in the Business Combination	45
Interests of ONE Nuclear’s Members and Officers in the Business Combination	46
Compensation Received by the Sponsor, its Affiliates and HVII Directors and Executive Officers	46
Redemption Rights	47
Summary Risk Factors	48
SELECTED HISTORICAL FINANCIAL INFORMATION OF HVII	50
SELECTED HISTORICAL FINANCIAL INFORMATION OF ONE NUCLEAR	51
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	52
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA COMBINED PER SHARE FINANCIAL INFORMATION	53

i

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	54
RISK FACTORS	56
Risks Related to ONE Nuclear’s Business and Industry	56
Risks Related to HVII and the Business Combination	75
Material U.S. Federal Income Tax Considerations of the Domestication and for Holders of HVII Class A Ordinary Shares Exercising Redemption Rights	92
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	94
EXTRAORDINARY GENERAL MEETING OF HVII	107
General	107
Date, Time and Place of the HVII Shareholders’ Meeting	107
Purpose of the HVII Shareholders’ Meeting	107
Recommendation of the HVII Board with Respect to the Proposals	108
Record Date; Who is Entitled to Vote	108
Quorum	109
Abstentions and Broker Non-Votes	109
Vote Required for Approval	109
Voting Your Shares	110
Revoking Your Proxy	110
Who Can Answer Your Questions About Voting Your Shares	110
Vote of HVII’s Officers and Directors and the Sponsor	110
Redemption Rights	111
Appraisal Rights	112
Proxy Solicitation	113
THE BUSINESS COMBINATION	114
The Background of the Business Combination	114
The HVII Board of Directors’ Reasons for the Approval of the Business Combination	119
Interests of Certain Persons in the Business Combination	125
Sources and Uses of Funds for the Business Combination	126
Satisfaction of 80% Test	128
Pro Forma Ownership of New ONE Nuclear	128
Anticipated Accounting Treatment	129
Regulatory Matters	129
THE BUSINESS COMBINATION AGREEMENT	130
The Business Combination	130

ii

Consideration; Conversion of Securities	131
Representations and Warranties	132
Covenants	134
Material Adverse Effect	140
Board of Directors and Officers	140
Conditions to Closing; Termination	141
Termination	143
Amendments; Waivers and Extensions	144
Expenses	144
Governing Law; Consent to Jurisdiction	144
CERTAIN AGREEMENTS RELATED TO THE BUSINESS COMBINATION	145
Member Support Agreement	145
Sponsor Support Agreement	145
Amended and Restated Registration Rights Agreement	145
Lock-Up Agreements	146
PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL	147
PROPOSAL NO. 2 — THE DOMESTICATION PROPOSAL	148

iii

PROPOSAL NO. 3 — THE STOCK ISSUANCE PROPOSAL	151
PROPOSAL NO. 4 — THE ORGANIZATIONAL DOCUMENTS PROPOSAL	152
PROPOSAL NO. 5A THROUGH 5F — THE ADVISORY ORGANIZATIONAL DOCUMENTS PROPOSALS	153
PROPOSAL NO. 6 — THE INCENTIVE PLAN PROPOSAL	156
PROPOSAL NO. 7 — THE DIRECTOR ELECTION PROPOSAL	164
PROPOSAL NO. 8 — THE ADJOURNMENT PROPOSAL	165
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR HOLDERS OF HVII CLASS A ORDINARY SHARES AND NEW ONE NUCLEAR COMMON STOCK	166
I. Tax Treatment of the Domestication	167
II. U.S. Holders	168
III. Non-U.S. Holders	175
BUSINESS OF HVII AND CERTAIN INFORMATION ABOUT HVII	178
HVII MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	206

iv

CERTAIN HVII RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	210
INFORMATION ABOUT ONE NUCLEAR	213
Business Overview	213
ONE Nuclear Platform	213
Growth Strategies	216
Competitive Strengths	217
Development Plan	219
Development Pipeline of Energy Parks	220
Industry and Market Opportunity	222
Customer and Offtake Framework	226
Nuclear Operations	226
Competition	227
Human Capital Resources	228
Facilities	230
Government Regulation	230
Legal Proceedings	232
ONE NUCLEAR MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION	233

v

CERTAIN ONE NUCLEAR RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	239
EXECUTIVE AND DIRECTOR COMPENSATION OF ONE NUCLEAR	237
BOARD OF DIRECTORS AND MANAGEMENT OF NEW ONE NUCLEAR FOLLOWING BUSINESS COMBINATION	238
Board of Directors and Management of New ONE Nuclear	238
Corporate Governance	239
Role of Board in Risk Oversight	239
Board Committees	240
Code of Business Conduct	241
Compensation Committee Interlocks and Insider Participation	241
Independence of the Board of Directors	241
Related Party Transactions Policy Following the Transaction	241
DESCRIPTION OF NEW ONE NUCLEAR SECURITIES	242
COMPARISON OF STOCKHOLDERS’ RIGHTS	246
SHARES ELIGIBLE FOR FUTURE SALE	263

vi

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	265
PRICE RANGE OF SECURITIES AND DIVIDENDS	266
ADDITIONAL INFORMATION	267
Submission of Stockholder Proposals	267
Future Stockholder Proposals	267
Stockholder Communications	268
Delivery of Documents to Shareholders	268
Transfer Agent and Registrar	268
LEGAL MATTERS	269
EXPERTS	270
ENFORCEABILITY OF CIVIL LIABILITIES	271
WHERE YOU CAN FIND MORE INFORMATION	272
INDEX TO FINANCIAL STATEMENTS	F-1
ANNEX A BUSINESS COMBINATION AGREEMENT
ANNEX B FORM OF NEW ONE NUCLEAR CERTIFICATE OF INCORPORATION
ANNEX C FORM OF NEW ONE NUCLEAR BYLAWS
ANNEX D FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
ANNEX E FORM OF LOCK-UP AGREEMENT
ANNEX F NEW ONE NUCLEAR EQUITY INCENTIVE PLAN

vii

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by HVII (File No. 001-42479) (the “Registration Statement”), constitutes a prospectus of HVII under Section 5 of the Securities Act, with respect to (A) the New ONE Nuclear Common Stock and the Domesticated HVII Rights to be issued in exchange for the issued and outstanding HVII Ordinary Shares and the HVII Rights, in the Domestication, (B) the New ONE Nuclear Common Stock that constitute the Aggregate Consideration, and (C) the New ONE Nuclear Common Stock to be issued in exchange for the Domesticated HVII Rights (collectively, the “Registration Statement Securities”) if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the special meeting of HVII Public Shareholders at which HVII Public Shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

HVII files reports, proxy statements/prospectuses and other information with the SEC as required by the Exchange Act. You can read HVII’s SEC filings, including this proxy statement/prospectus as well as the accompanying Annual Report on Form 10-K for the year ended December 31, 2024, over the Internet at the SEC’s website at http://www.sec.gov.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the special meeting, you should contact us by telephone or in writing:

Nicholas Geeza, Executive Vice President, Chief Financial Officer and Secretary

Hennessy Capital Investment Corp. VII

PO Box 1036, 195 US HWY 50 Suite 207

Zephyr Cove, NV 89448

Tel: (775) 339-1671

Email: ngeeza@hennessycapitalgroup.com

You may also obtain these documents by requesting them in writing or by telephone from our proxy solicitation agent at the following address, telephone number and email:

ADVANTAGE PROXY, INC.

P.O. Box 10904

Yakima, WA 98909

Toll Free: (877) 870-8565

Collect: (206) 870-8565

Email: ksmith@advantageproxy.com

If you are a stockholder of HVII and would like to request documents, please do so by           , 2026 to receive them before the HVII special meeting of stockholders. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

1

ADDITIONAL INFORMATION

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning HVII, free of charge, by written request to ATTN: Nicholas Geeza, Executive Vice President, Chief Financial Officer and Secretary, 195 US Hwy 50, Suite 207 Zephyr Cove, NV 89448.

In order for HVII Shareholders to receive timely delivery of the documents in advance of the HVII Public Shareholders’ Meeting, you must request the information no later than [         ], 2026 or five business days prior to the date of the HVII Public Shareholders’ Meeting. You may also obtain additional information about HVII from documents filed with the SEC by following the instruction in the section entitled “Where You Can Find More Information.”

2

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This document contains references to trademarks, trade names and service marks belonging to HVII, ONE Nuclear, and other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the®, TM, or “SM” symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks, trade names, and service marks. Other trademarks, trade names, and service marks appearing in this proxy statement/prospectus are the property of their respective owners. HVII and ONE Nuclear do not intend their use or display of other parties’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of them by, any such parties.

3

MARKET AND INDUSTRY DATA

This proxy statement/prospectus contains estimates, projections, and other information concerning ONE Nuclear’s industry and business, as well as data regarding market research, estimates, and forecasts prepared by HVII and ONE Nuclear’s management. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which ONE Nuclear operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.”

Unless otherwise expressly stated, HVII and ONE Nuclear obtained industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry and general publications, government data, and similar sources. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable but that there can be no assurance as to the accuracy or completeness of such information. Neither HVII nor ONE Nuclear have independently verified any third-party information contained herein.

In some cases, HVII and ONE Nuclear do not expressly refer to the sources from which this data is derived. In that regard, when HVII and ONE Nuclear refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from sources that HVII or ONE Nuclear paid for, sponsored, or conducted, unless otherwise expressly stated or the context otherwise requires. Forecasts and other forward-looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this proxy statement/prospectus. See “Cautionary Note Regarding Forward-Looking Statements.”

4

FREQUENTLY USED TERMS

In this document:

“A&R Registration Rights Agreement” means that certain Amended and Restated Registration Rights by and between New ONE Nuclear, the Initial Shareholders, and the ONE Nuclear Members upon completion of the Business Combination, a form of the A&R Registration Rights Agreement in substantially the form it will be executed in connection with the Closing is attached to this proxy statement/prospectus as Annex D.

“Acquisition Proposal” means any inquiry, proposal or offer, or any indication of interest in making an offer or proposal (whether written or oral), from any Person relating to an Alternative Transaction.

“Adjournment Proposal” means the proposal to be considered and voted upon at the extraordinary general meeting to approve, by ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated votes at the time of the extraordinary general meeting, there are not sufficient votes to approve one or more proposals presented at the extraordinary general meeting to shareholders for vote, (ii) in order to seek withdrawals from HVII shareholders who have exercised their redemption right, or (iii) as otherwise determined by the Chairman of the extraordinary general meeting, in his sole discretion, to facilitate the Domestication, the Merger or any other transaction contemplated by the Business Combination Agreement or the related agreements.

“Advisory Organizational Documents Proposals” mean the six separate governance proposals to be considered and voted upon at the extraordinary general meeting, in each case by way of special resolution and on a non-binding and advisory basis only, certain material changes between the HVII Charter and the New ONE Nuclear Organizational Documents.

“Action” means any charge, claim, action, complaint, petition, prosecution, audit, investigation, appeal, suit, litigation, injunction, writ, order, arbitration, mediation, or other similar proceeding initiated or conducted by a mediator, arbitrator, or Governmental Authority, whether administrative, civil, regulatory, or criminal, and whether at law or in equity, or otherwise under any applicable Laws.

“Alternative Transaction” means (A) with respect to ONE Nuclear and its Subsidiaries, a transaction or a series of transactions (other than the Transactions) concerning the sale (whether directly or indirectly) of (x) five percent (5%) or more of the business or assets of ONE Nuclear, or (y) five percent (5%) or more of any class of shares or other equity interests or profits of ONE Nuclear, in any case, whether such transaction takes the form of a sale of shares or other equity interests, assets, merger, consolidation, issuance of debt securities, management contract, joint venture or partnership, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction, and (B) with respect to HVII, a transaction (other than the Transactions) concerning a business combination.

“Base Purchase Price” means $1,000,000,000.

“Business Combination” means the series of transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of October 22, 2025 by and among (i) HVII, (ii) Merger Sub, and (iii) ONE Nuclear, as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York or, for so long as HVII remains domiciled in Cayman Islands, Governmental Authorities in the Cayman Islands are authorized or required by Law to close.

“Cayman Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“Certificate of Merger” means the certificate of merger to be filed with the Secretary of State of the State of Delaware to effect the Merger.

5

“Change of Control” means any transaction or series of transactions the result of which is: (a) the acquisition by any Person or “group” (as defined in the Exchange Act) of Persons of direct or indirect beneficial ownership of securities representing 50% or more of the combined voting power of the then outstanding securities of New ONE Nuclear; (b) a merger, consolidation, reorganization or other business combination, however effected, resulting in any Person or “group” (as defined in the Exchange Act) acquiring at least 50% of the combined voting power of the then outstanding securities of New ONE Nuclear or the surviving Person outstanding immediately after such combination; or (c) a sale of all or substantially all of the assets of New ONE Nuclear.

“Closing” means the consummation of the Business Combination

“Closing Date” means date on which the Closing shall occur.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“CCM” means Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, who served as representative of the underwriters in the HVII IPO.

“Completion Window” means the period of time starting upon the consummation of the IPO and ending 24 months from the closing of the IPO, or such later date if the HVII Shareholders approve an extension of such date, or such earlier date as determined by the HVII Board.

“Condition Precedent Proposals” mean, collectively, the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposals, the Organizational Documents Proposal, the Incentive Plan Proposal and the Director Election Proposal.

“D&O Indemnified Party” means any individual who, at or prior to the Closing, was a director, officer, employee or agent of the HVII, Merger Sub and ONE Nuclear, as the case may be, or who, at the request of HVII, Merger Sub or ONE Nuclear, as the case may be, served as a director, officer, member, manager, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrators (collectively, with such individual’s heirs, executors or administrators).

“Deferred Underwriting Commissions” mean approximately $7,600,000 of deferred underwriting commissions being held in the Trust Account that HVII agreed to pay to the underwriters of the IPO upon the consummation of an initial business combination pursuant to the Underwriting Agreement.

“DGCL” means the Delaware General Corporate Law, as amended.

“Director Election Proposal” means the proposal to be considered and voted upon at the extraordinary general meeting to elect, by ordinary resolution, seven (7) directors, effective as of the Closing, to serve staggered terms on the board of directors of New ONE Nuclear until the date of the first, second and third annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified, subject to such director’s earlier death, disqualification, resignation, or removal.

“Disclosure Letters” mean the disclosure letters to the Business Combination Agreement.

“DLLCA” means the Delaware Limited Liability Company Act, as amended.

“Domestication” means the transfer by way of continuation and deregistration to and domestication as a Delaware corporation of HVII in accordance with the applicable provisions of the Companies Act and the DGCL; the term includes all matters and necessary or ancillary changes required in order to effect such Domestication.

“Domestication Proposal” means the proposal to be considered and voted upon at the extraordinary general meeting to approve, by special resolution, of holders of Class B ordinary shares, par value $0.0001 per share, of HVII (each an “HVII Class B Ordinary Share”), a change in the corporate structure and domicile of HVII, which will be accomplished by continuation of HVII from an exempted company with limited liability incorporated in accordance with the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware (the “Domestication”). The Domestication will be effected prior to the Closing on the date of the Closing by HVII filing a certificate of corporate domestication and the New ONE Nuclear Charter with the Delaware Secretary of State and filing an application to de-register with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Domestication, HVII will become a Delaware corporation and in connection with the Business Combination all outstanding securities of HVII will convert into corresponding securities of common stock of New ONE Nuclear, as described in more detail in the accompanying proxy statement/prospectus.

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“DTC” means the Depository Trust Company.

“Earnout Period” means the time period beginning on the date that is the first anniversary of the Closing Date and ending on the date that is the third anniversary of the Closing Date.

“Earnout Shares” mean the up to 13,000,000 shares of New ONE Nuclear Common Stock that may be issued to the ONE Nuclear Members during the Earnout Period.

“Effective Time” means the effective time of the Merger.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Share” means each ONE Nuclear Ordinary Share that, immediately prior to the Effective Time, is owned by HVII or Merger Sub (or any other subsidiary of HVII), or held by ONE Nuclear (in treasury or otherwise).

“Founder Shares” mean HVII Class B Ordinary Shares.

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

“Governmental Authority” means the government of any nation, province, state, city, locality, or other political subdivision of any thereof, any entity exercising executive, legislative, judicial, regulatory (including as to mining, land, environmental, licensing, permit, lease, employment, and corporate rescue matters), taxing, or administrative functions of, or pertaining to, any government, regulation, or compliance, or any arbitrator, mediator or arbitral body, any self-regulated organization, stock exchange, or quasi-governmental authority, and any company, businesses, enterprise, or other entities owned or controlled by the above Governmental Authorities.

“HVII” means Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability.

“HVII Board” means the board of directors of HVII.

“HVII Class A Ordinary Shares” mean the Class A ordinary shares of HVII, par value $0.0001 per share.

“HVII Class B Ordinary Shares” mean the Class B ordinary shares of HVII, par value $0.0001 per share.

“HVII Class B Conversion” means the automatic conversion of each Founder Share into one HVII Class A Ordinary Share in connection with the Domestication.

“HVII Ordinary Shares” mean collectively, the HVII Class A Ordinary Shares and HVII Class B Ordinary Shares.

“HVII Organizational Documents” or “HVII Charter” mean the current amended and restated memorandum and articles of association of HVII (as may be amended from time to time).

“HVII Public Right” means the HVII Rights sold in the IPO (whether they were purchased in the IPO as part of the HVII Units or thereafter in the open market).

“HVII Public Shares” mean the HVII Class A Ordinary Shares sold in the IPO (whether they were purchased in the IPO as part of the HVII Units or thereafter in the open market).

“HVII Public Shareholders” mean the holders of HVII Public Shares.

“HVII Right” mean the right to receive one one-twelfth (1/12) of one HVII Class A ordinary Share upon consummation of the Business Combination.

“HVII Securities” mean the HVII Rights and HVII Ordinary Shares.

“HVII Shareholders” mean the shareholders of HVII prior to the Effective Time.

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“HVII Shareholders’ Meeting” means the extraordinary general meeting of HVII’s shareholders with respect to the Proposals.

“HVII Units” mean the units sold in the IPO (including pursuant to the overallotment option), each consisting of one HVII Class A Ordinary Share and one HVII Right.

“Incentive Plan Proposal” mean the proposal to be considered and voted upon at the extraordinary general meeting to approve and adopt the ONE Nuclear Equity Incentive Plan and any form award agreements thereunder.

“Initial Shareholders” mean the Sponsor and any other holders of Founder Shares immediately prior to the IPO.

“Interim Period” means the period from the date of the Business Combination Agreement through the earlier of the Closing or valid termination of the Business Combination Agreement.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means HVII’s initial public offering of the HVII Units, HVII Shares and HVII Rights pursuant to a registration statement on Form S-1 declared effective by the SEC on January 16, 2025 (SEC File No. 333-283087).

“JOBS Act” means the Jumpstart our Business Startups Act of 2012.

“Law” means any federal, national, state, county, municipal, provincial, local, foreign, or multinational statute, constitution, common law, ordinance, code, decree, order, judgment, rule, regulation, ruling, or requirement issued, enacted, adopted, promulgated, implemented, or otherwise put into effect by or under the authority of any Governmental Authority.

“Letter Agreement” means the letter agreement entered into by and among HVII, its directors and officers and the Sponsor, dated as of January 16, 2025.

“Merger” means, at Closing, the process whereby Merger Sub will merge with and into ONE Nuclear, with ONE Nuclear being the surviving company of the Merger, pursuant to the Business Combination Agreement and the Certificate of Merger.

“Merger Sub” means Solis Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of HVII.

“Nasdaq” means the Nasdaq Stock Market LLC.

“New ONE Nuclear” means HVII following the Closing (which will be renamed “ONE Nuclear Energy Inc.” effective immediately following the consummation of the Business Combination).

“New ONE Nuclear Board” means the board of directors of New ONE Nuclear subsequent to the Closing.

“New ONE Nuclear Bylaws” means proposed new bylaws of HVII to be in effect upon the effective time of the Domestication, the form of which is attached to this proxy statement/prospectus as Annex C.

“New ONE Nuclear Charter” means proposed new certificate of incorporation of HVII to be in effect upon the effective time of the Domestication, the form of which is attached to this proxy statement/prospectus as Annex B.

“New ONE Nuclear Common Stock” means the common stock of New ONE Nuclear, par value $0.0001 per share.

“New ONE Nuclear Organizational Documents” means the New ONE Nuclear Charter and New ONE Nuclear Bylaws, collectively.

“New ONE Nuclear Preferred Stock” means the preferred stock of New ONE Nuclear, par value $0.0001 per share.

“New ONE Nuclear Securities” mean the New ONE Nuclear Common Stock and New ONE Nuclear Preferred Stock.

“Odyssey” means Odyssey Transfer & Trust Company, a limited purpose trust company, HVII’s transfer agent.

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“ONE Nuclear” means ONE Nuclear Energy LLC, a Delaware limited liability company, prior to the Closing.

“ONE Nuclear Board” means the board of directors of ONE Nuclear.

“ONE Nuclear Equity Incentive Plan” means the ONE Nuclear Energy Inc. 2026 Equity and Incentive Plan to be adopted in connection with the Closing, substantially in the form attached to this proxy statement/prospectus as Annex F.

“ONE Nuclear Fully Diluted Capital” means the sum (without duplication) of (i) the aggregate number of ONE Nuclear Units that are issued and outstanding, whether vested or unvested, plus (ii) the aggregate number of ONE Nuclear Units issuable (on an as-converted basis) upon the exercise, exchange or conversion, as applicable, of any and all options, warrants, securities, instruments or other similar items exercisable, exchangeable or convertible into ONE Nuclear Units, in each case of the foregoing clauses (i) and (ii) as of immediately prior to the Effective Time.

“ONE Nuclear Members” mean the holders of ONE Nuclear Units as of immediately prior to the Effective Time and each of their respective successors and assigns.

“ONE Nuclear Opco” means ONE Nuclear, LLC, following the Closing.

“ONE Nuclear Operating Agreement” means the limited liability company operating agreement of ONE Nuclear, dated as of February 10, 2025.

“ONE Nuclear Unit” means the Ordinary Membership Units, as defined in the ONE Nuclear Operating Agreement, as in effect on the Signing Date.

“Organizational Documents Proposal” means the proposal to be considered and voted upon at the extraordinary general meeting to approve, by special resolution, and adopt the New ONE Nuclear Charter and New ONE Nuclear Bylaws. The form of each of the New ONE Nuclear Charter and the New ONE Nuclear Bylaws is attached to the accompanying proxy statement/prospectus as Annex B and Annex C, respectively.

“Outside Date” means April 30, 2026.

“PCAOB” means the Public Company Accounting Oversight Board (United States) and any division or subdivision thereof.

“Person” means an individual, corporation, company, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

“PIPE Investment” means any (a) purchase of New ONE Nuclear Common Shares, with such purchases to be consummated prior to or substantially concurrently with the Closing (but, for the avoidance of doubt, no earlier than the calendar day after the day in which the Domestication is consummated), (b) the purchase from the ONE Nuclear of any common equity of ONE Nuclear, and (c) any other form of equity financing (including backstops, recycling facilities and forward purchase agreements), project financing, debt financing or other credit products of HVII or ONE Nuclear, in each case, that are funded prior to or substantially concurrently with the Closing (but, for the avoidance of doubt, no earlier than the calendar day after the day on which the Domestication is consummated with respect to any financing of HVII), in each case solely to the extent the terms of any such purchase have been mutually consented to in writing by HVII and ONE Nuclear.

“PIPE Investors” mean certain investors with whom HVII has entered into the PIPE Subscription Agreements.

“PIPE Subscription Agreements” mean the subscription agreements, each dated as of [         ], with the PIPE Investors, pursuant to which, among other things, HVII has agreed to issue and sell, in private placements to close immediately prior to or substantially concurrently with the Closing, an aggregate of [        ] shares of New ONE Nuclear Common Stock for a purchase price of [         ] per share.

“Private Placement Rights” mean the right to receive one-twelfth (1/12) of an HVII Class A Ordinary Share upon consummation of a Business Combination.

“Private placement Shares” mean HVII Class A Ordinary Shares.

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“Private Placement Units” mean the 675,000 units, each consisting of one (1) Private Placement Share and one (1) Private Right, purchased by the Sponsor and CCM for an aggregate purchase price of $6,750,000 or $10.00 per unit in a private placement that closed simultaneously with the IPO.

“Proposed Bylaws” mean the proposed bylaws of New ONE Nuclear to be in effect following the Domestication and Business Combination, a form of which is attached to this proxy statement/prospectus as Annex C.

“Proposed Certificate of Incorporation” means the proposed certificate of incorporation of New ONE Nuclear to be in effect following the Domestication and the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex B.

“Record Date” means [        ]

“Redemption” means the redemption of HVII Shares properly tendered for redemption in connection with the Business Combination pursuant to the HVII Organizational Documents.

“Redemption Amount” means the aggregate amount payable with respect to all HVII Shares tendered for Redemption.

“Redemption Price” means an amount equal to the price at which each HVII Public Share may be redeemed pursuant to the Redemption, which price will be the per-share price, equal to the aggregate amount then on deposit in the Trust Account calculated as of two (2) Business Days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to HVII to pay its taxes, divided by the number of then issued HVII Public Shares, calculated in accordance with the HVII Organizational Documents, payable upon the Redemption of HVII Shares.

“Redemption Rights” mean the redemption rights provided for in the HVII Organizational Documents.

“Related Agreements” mean the Sponsor Support Agreement, Member Support Agreement, the A&R Registration Rights Agreement and the Sponsor Lock-Up Agreement.

“Rolls-Royce SA” means Rolls-Royce Solutions America, Inc.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“SEC” means the United States Securities and Exchange Commission (or any successor Governmental Authority).

“Securities Act” means the Securities Act of 1933, as amended.

“Proposals” mean, collectively, (a) the Business Combination Proposal, (b) the Domestication Proposal, (c) the Stock Issuance Proposals, (d) the Organizational Documents Proposal, (e) the Advisory Organizational Documents Proposals, (f) the Incentive Plan Proposal, (g) the Director Election Proposal and (h) the Adjournment Proposal, if presented.

“Signing Date” means October 22, 2025, the date of the Business Combination Agreement.

“Sponsor” means HC VII Sponsor LLC, a Nevada limited liability company.

“Sponsor Share Conversion” means the automatic conversion of all then issued and outstanding HVII Class B Ordinary Shares, on a one-for-one basis, into HVII Class A Ordinary Shares immediately prior to the Domestication.

“Sponsor Support Agreement” means the Sponsor Support Agreement, dated October 22, 2025, by and among HVII, the Sponsor and ONE Nuclear, as it may be amended and supplemented from time to time.

“Stock Issuance Proposal” means the proposal to be considered and voted upon at the extraordinary general meeting to approve, by ordinary resolution, for purposes of complying with the applicable listing rules of Nasdaq, the issuance or potential issuance of more than 20% of the issued and outstanding shares of New ONE Nuclear common stock to the holders of units of ONE Nuclear as of immediately prior to the effective time of the Merger.

“Trading Days” mean days on which shares of HVII are actually traded on the principal securities exchange or securities market on which shares of HVII are then traded, or in respect of the New ONE Nuclear Common Stock days on which such shares are actually traded on the Nasdaq.

“Transaction Documents” mean each of the agreements and instruments contemplated by the Business Combination Agreement or otherwise related to the transactions contemplated by the Business Combination Agreement and such other agreements or instruments contemplated by the Business Combination Agreement, in each case, that was executed and delivered on the date of the Business Combination Agreement or will be executed and delivered on or prior to the date of Closing by a ONE Nuclear Stockholder, ONE Nuclear, New ONE Nuclear, HVII, the Sponsor and/or any of their respective affiliates, including the Related Agreements.

“Transactions” mean, collectively, the Merger, the Domestication, and each of the other transactions contemplated by the Transaction Documents.

“Trust Account” means that certain trust account established pursuant to the Trust Agreement.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of January 16, 2025, between HVII and the Trustee.

“Trustee” means Odyssey.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE HVII SHAREHOLDERS’ MEETING

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the HVII Shareholders’ Meeting and the Proposals to be presented at the HVII Shareholders’ Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to HVII Public Shareholders. HVII Public Shareholders are urged to read carefully this entire proxy statement/prospectus, including the accompanying financial statements, the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the HVII Shareholders’ Meeting, which will be held virtually, at [       ]

Q. Why am I receiving this proxy statement/prospectus?

A. HVII has entered into the Business Combination Agreement with ONE Nuclear and Merger Sub pursuant to which (i) HVII will domesticate as a Delaware corporation (as described in the next paragraph) and (ii) Merger Sub will merge with and into ONE Nuclear (the “Merger”), with ONE Nuclear being the surviving entity of the Merger and becoming a direct, wholly-owned subsidiary of HVII. Upon closing of the Merger (the “Closing,”), ONE Nuclear will become a direct, wholly-owned subsidiary of New ONE Nuclear, and New ONE Nuclear will be a publicly traded company operating under the name “ONE Nuclear.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

On the Closing Date prior to Closing, (a) each then issued and outstanding HVII Class B Ordinary Share will convert (the “Sponsor Share Conversion”) automatically, on a one-for-one basis, into one HVII Class A Ordinary Share; (b) immediately after the Sponsor Share Conversion, HVII will transfer by way of continuation and deregistration to and domesticate as a Delaware corporation (such continuation and domestication, the “Domestication”); and (c) in connection with, and after giving effect to, the Domestication, (i) each then issued and outstanding HVII Class A Ordinary Share will convert automatically, on a one-for-one basis, into one share of New ONE Nuclear Common Stock, (ii) each then issued and outstanding HVII Right will convert automatically into a right to acquire one-twelfth (1/12) of one share of New ONE Nuclear Common Stock at Closing (each a “Domesticated HVII Right”), and (iii) each then issued and outstanding unit of HVII will be cancelled, and one share of New ONE Nuclear Common Stock and one Domesticated HVII Right will be issued in respect thereof. See the section of this proxy statement/prospectus entitled “The Business Combination” for further information on the consideration being paid to the ONE Nuclear Members.

HVII Shareholders are being asked to consider and vote upon the Business Combination Proposal to approve and adopt of the Business Combination Agreement, among the other Proposals.

HVII Units, HVII Class A Ordinary Shares, and HVII Public Rights are currently listed on the Nasdaq Global Market under the symbols “HVIIU,” “HVII,” and “HVIIR,” respectively. Shares of New ONE Nuclear Common Stock are expected to trade on the Nasdaq under the ticker symbol “ONEN” following the Closing. At the Closing, each twelve (12) Domesticated HVII Rights will convert into one share of New ONE Nuclear Common Stock, and therefore there will be no Nasdaq listing of the Domesticated HVII Rights following the consummation of the Business Combination.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the HVII Shareholders’ Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of New ONE Nuclear with respect to the shares of New ONE Nuclear Common Stock issuable in connection with the Business Combination.

Q: Who is entitled to vote at the HVII Shareholders’ Meeting?

A. As a HVII Shareholder, you have a right to vote on certain matters affecting HVII. The proposals that will be presented at the HVII Shareholders’ Meeting and upon which you are being asked to vote are summarized below and fully set forth in this proxy statement/prospectus. HVII Shareholders will be entitled to vote or direct votes to be cast at the HVII Shareholders’ Meeting if they owned HVII Ordinary Shares at the close of business on [       ], 2026, which is the record date for the HVII Shareholders’ Meeting.

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Q. What are the specific proposals that HVII Shareholders are being asked to vote on at the HVII Shareholders’ Meeting?

A. Proposal No. 1 — The “Business Combination Proposal” — to consider and vote upon a proposal to approve, by ordinary resolution, the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, pursuant to which, among other things, at the Closing and following the Domestication, Merger Sub will merge with and into ONE Nuclear, with ONE Nuclear being the surviving company of the Merger and ultimately continuing as a direct wholly-owned subsidiary of HVII (HVII as of and following the Merger, “New ONE Nuclear”), and the transaction contemplated thereby.

Proposal No. 2 — The “Domestication Proposal” — to consider and vote upon a proposal to approve, by special resolution, of holders of HVII Class B Ordinary Shares, a change in the corporate structure and domicile of HVII, which will be accomplished by continuation of HVII from an exempted company with limited liability incorporated in accordance with the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware. The Domestication will be effected prior to the Closing on the date of the Closing by HVII filing a certificate of corporate domestication and the New ONE Nuclear Charter with the Delaware Secretary of State and filing an application to de-register with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Domestication, HVII will become a Delaware corporation and in connection with the Business Combination all outstanding securities of HVII will convert into corresponding securities of common stock of New ONE Nuclear.

Proposal No. 3 — The “Stock Issuance Proposal” — to consider and vote upon a proposal to approve, by ordinary resolution, for purposes of complying with the applicable listing rules of Nasdaq, the issuance or potential issuance of more than 20% of the issued and outstanding shares of New ONE Nuclear Common Stock to the ONE Nuclear Members as of immediately prior to the Effective Time

Proposal No. 4 — The “Organizational Documents Proposal” — to consider and vote upon a proposal to approve, by special resolution, and adopt the New ONE Nuclear Charter and the New ONE Nuclear Bylaws to be in effect following the Domestication. The form of each of the New ONE Nuclear Charter and the New ONE Nuclear Bylaws is attached to the accompanying proxy statement/prospectus as Annex B and Annex C, respectively.

Proposal No. 5A through 5F — The “Advisory Organizational Documents Proposals” — to consider and vote upon six separate governance proposals to approve, in each case by way of special resolution and on a non-binding and advisory basis only, certain material changes between the HVII Charter and the New ONE Nuclear Charter and New ONE Nuclear Bylaws, which are being presented in accordance with SEC guidance and to give HVII shareholders the opportunity to present their separate views on important corporate governance procedures:

● Proposal No. 5A—Changes to Authorized Share Capital;

● Proposal No. 5B—Required Vote to Amend Charter;

● Proposal No. 5C—Director Removal;

● Proposal No. 5D—Exclusive Forum Provision;

● Proposal No. 5E—Shareholder Action by Written Consent; and

● Proposal No. 5F—Removal of Blank Check Company Provisions.

Proposal No. 6 — The “Incentive Plan Proposal” — to consider and vote upon a proposal, by way of ordinary resolution, to approve and adopt the ONE Nuclear Equity Incentive Plan and any form award agreements thereunder. The form of the ONE Nuclear Equity Incentive Plan is attached to this proxy statement/prospectus as Annex F.

Proposal No. 7 — The “Director Election Proposal” — to consider and vote upon a proposal to elect, by ordinary resolution, seven (7) directors, effective as of the Closing, to serve staggered terms on the New ONE Nuclear Board until the date of the first, second and third annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified, subject to such director’s earlier death, disqualification, resignation, or removal.

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Proposal No. 8 — The “Adjournment Proposal” — to consider and vote upon a proposal to approve, by ordinary resolution, the adjournment of the HVII Shareholders’ Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated votes at the time of the HVII Shareholders’ Meeting, there are not sufficient votes to approve one or more proposals presented at the HVII Shareholders’ Meeting to HVII Shareholders for vote, (ii) in order to seek withdrawals from HVII Shareholders who have exercised their Redemption Right, or (iii) as otherwise determined by the Chairman of the HVII Shareholders’ Meeting, in his sole discretion, to facilitate the Domestication, the Merger or any other transaction contemplated by the Business Combination Agreement or the related agreements.

Q. Are any of the Proposals conditioned on one another?

A. HVII may not consummate the Business Combination unless each of the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposals, the Organizational Documents Proposal, the Incentive Plan Proposal and the Director Election Proposal (the “Condition Precedent Proposals”) is approved. Each of the Condition Precedent Proposals is cross conditioned on the approval of each of the other Condition Precedent Proposals. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in the accompany proxy statement/prospectus and is not a condition the approval of any of the Condition Precedent Proposals. The Advisory Organization Documents Proposals consists of non-binding advisory proposals.

Q. Why is HVII proposing the Business Combination?

A. HVII is a newly organized special purpose acquisition company incorporated as a Cayman Islands exempted company with limited liability on September 27, 2024 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

The HVII Board considered a wide variety of factors in connection with its evaluation of the Transactions. The HVII Board concluded, based on its review of the considerations in the subsection of this proxy statement/prospectus entitled “The Business Combination — HVII’s Board of Directors’ Reasons for the Approval of the Business Combination,” that the potential benefits that it expected HVII and HVII Shareholders to achieve as a result of the Transactions outweighed the potentially negative factors associated with the Transactions. Accordingly, the HVII Board unanimously determined that the Business Combination Agreement and the Transactions were advisable and in the best interests of HVII and HVII Shareholders. The HVII Board realized that there can be no assurances about future results, including results considered or expected, as disclosed in the section of the proxy statement/prospectus entitled “The Business Combination — HVII’s Board of Directors’ Reasons for the Approval of the Business Combination” for additional information.

Q. What are the recommendations of the HVII Board?

A. The HVII Board believes that the Business Combination Proposal and the other Proposals described in this proxy statement/prospectus to be presented at the HVII Shareholders’ Meeting are in the best interest of HVII and recommends that HVII’s shareholders vote “FOR” each of the Proposals described in this proxy statement/prospectus.

When you consider the recommendation of the HVII Board in favor of approval of the Business Combination Proposal and the other Proposals, you should keep in mind that HVII’s directors and officers have interests in the Business Combination that are different from or in addition to (or which may conflict with) your interests as an HVII Shareholder. Please see the section of this proxy statement/prospectus entitled “The Business Combination — Interests of HVII’s Directors and Officers in the Business Combination.”

Q. What vote is required to approve the Proposals presented at the HVII Shareholders’ Meeting?

A. The following votes are required for each proposal at the HVII Shareholders’ Meeting:

● Business Combination Proposal: The Business Combination Proposal must be approved by ordinary resolution under the HVII Charter, being a resolution passed at the HVII Shareholders’ Meeting by a simple majority of the holders of the issued and outstanding HVII Ordinary Shares being entitled to do so, voting in person or by proxy thereon.

● Domestication Proposal: The Domestication Proposal must be approved by special resolution under the HVII Charter and Cayman Islands law, being a resolution passed at the HVII Shareholders’ Meeting by the affirmative vote of at least two-thirds of the holders of the issued and outstanding HVII Class B Ordinary Shares being entitled to do so, voting in person or by proxy thereon.

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● Stock Issuance Proposal: The Stock Issuance Proposal must be approved by ordinary resolution under the HVII Charter and Cayman Islands law, being a resolution passed at the HVII Shareholders’ Meeting by a simple majority of the holders of the issued and outstanding HVII Ordinary Shares being entitled to do so, voting in person or by proxy thereon.

● Organizational Documents Proposal: The Organizational Documents Proposal must be approved by special resolution under the HVII Charter and Cayman Islands law, being a resolution passed at the HVII Shareholders’ Meeting by the affirmative vote of at least two-thirds of the holders of the issued and outstanding HVII Ordinary Shares being entitled to do so, voting in person or by proxy thereon.

● Advisory Organizational Documents Proposals: Approval of each of the Advisory Organizational Documents Proposals requires a special resolution under Cayman Islands law, being a resolution passed at the HVII Shareholders’ Meeting by the affirmative vote of at least two-thirds of the holders of the issued and outstanding HVII Ordinary Shares being entitled to do so, voting in person or by proxy thereon. A vote to approve each of the Advisory Organizational Documents Proposals is an advisory vote, and therefore, is not binding on HVII or ONE Nuclear or their respective boards of directors. Accordingly, regardless of the outcome of the non-binding, advisory votes on the Advisory Organizational Documents Proposals, HVII and ONE Nuclear intend that the New ONE Nuclear Charter and New ONE Nuclear Bylaws, in the forms attached to this proxy statement/prospectus as Annex B and Annex C, respectively, will take effect in connection with the Closing.

● Incentive Plan Proposal: The Incentive Plan Proposal must be approved by ordinary resolution under the HVII Charter and Cayman Islands law, being a resolution passed at the HVII Shareholders’ Meeting by a simple majority of the holders of the issued and outstanding HVII Ordinary Shares being entitled to do so, voting in person or by proxy thereon.

● Director Election Proposal: The Director Election Proposal must be approved by ordinary resolution under the HVII Charter and Cayman Islands law, being a resolution passed at the HVII Shareholders’ Meeting by a simple majority of the holders of the issued and outstanding HVII Ordinary Shares being entitled to do so, voting in person or by proxy thereon.

● Adjournment Proposal: The Adjournment Proposal, if presented, must be approved by ordinary resolution under the HVII Charter and Cayman Islands law, being a resolution passed at the HVII Shareholders’ Meeting by a simple majority of the holders of the issued and outstanding HVII Ordinary Shares being entitled to do so, voting in person or by proxy thereon.

An HVII Shareholder’s failure to vote by proxy, over the internet, or in person online at the HVII Shareholders’ Meeting will have no effect on the approval of the Business Combination Proposal once a quorum (the holders of at least a majority of the issued and outstanding HVII Ordinary Shares, present in person or by proxy) is obtained. Pursuant to the Letter Agreement, the Sponsor and HVII’s officers and directors that, in the aggregate, hold 6,333,333 HVII Class B Ordinary Shares (representing 100% of HVII Class B Ordinary Shares outstanding), have agreed to support the adoption of the Business Combination Proposal and the Business Combination. As of the record date, the Sponsor and HVII’s officers and directors beneficially own an aggregate of approximately 6,833,333 HVII Ordinary Shares. As a result, in addition to the Initial Shareholders’ Founder Shares and HVII Class A Ordinary Shares, HVII would need (i) 6,178,334, or 32.52%, of the 19,000,000 HVII Public Shares sold in the IPO to be voted in favor of the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the Director Election Proposal and (ii) 10,515,556, or 55.3%, of the 19,000,000 HVII Public Shares sold in the IPO to be voted in favor of the Organizational Documents Proposal in order to have the Business Combination approved, assuming all outstanding shares are voted and the parties to the Letter Agreement do not acquire any HVII Public Shares. Assuming that only the holders of one-half of its issued and outstanding HVII Ordinary Shares, representing a quorum under the HVII Charter, vote their HVII Ordinary Shares at the HVII Shareholders’ Meeting, and also assuming that the parties to the Letter Agreement do not acquire any HVII Public Shares, in addition to the Initial Shareholders’ Founder Shares and HVII Class A Ordinary Shares (i) HVII would not need any HVII Public Shares to be voted in favor of the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the Director Election Proposal in order to approve the Business Combination but (ii) HVII would need 1,841,112, or 9.7%, of the 19,000,000 HVII Public Shares sold in the IPO to be voted in favor of the Organizational Documents Proposal in order to have the Business Combination approved.

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Q. How has the announcement of the Business Combination affected the trading price of the securities of HVII?

A. On October 22, 2025, the trading date before announcement of the execution of the Business Combination Agreement, the HVII Units, the HVII Class A Ordinary Shares, and HVII Public Rights closed at $10.71, $10.34, and $0.4201, respectively. On [       ], 2025, the trading date immediately prior to the date of this proxy statement/prospectus, the HVII Units, HVII Class A Ordinary Shares, and HVII Public Rights closed at $[       ], $[       ], and $[       ], respectively.

Q. I am a HVII Right holder. Why am I receiving this proxy statement/prospectus?

A. In connection with the Business Combination, HVII Rights will cease to be rights with respect to HVII Class A Ordinary Shares and will become rights to purchase New ONE Nuclear Common Stock at the effective time of the Merger, subject to substantially the same respective terms and conditions prior to the effective time of the Merger. Each twelve (12) Domesticated HVII Right will entitle the holder thereof to receive one share of New ONE Nuclear Common Stock at the Closing. See the section of this proxy statement/prospectus entitled “Description of New ONE Nuclear’s Securities” for additional information.

Q. Who is ONE Nuclear?

A. ONE Nuclear is a development stage independent power producer dedicated to solving one of the most critical bottlenecks in the 21st-century digital economy: the acute shortage of reliable, high-density, low-carbon baseload electricity and heat. ONE Nuclear is structured to develop, own, and operate a portfolio of behind-the-meter (“BTM”) microgrids and energy parks that bypass the congested centralized energy transmission infrastructure of the United States. By combining the rapid deployment capabilities of high-efficiency natural gas generation with the long-term decarbonization and baseload potential of advanced Small Modular Reactors (“SMRs”), ONE Nuclear will offer a differentiated, dual-phase infrastructure solution tailored to the inelastic demand of hyperscale artificial intelligence (“AI”) data centers and critical industrial facilities. ONE Nuclear’s objective is to cultivate a diverse and sector-agnostic client base of energy-intensive end-users, including not just hyperscale AI and cloud data centers, but also industrial manufacturers, refineries, desalination plants and critical-infrastructure customers.

Q. What happens if a substantial number of HVII Public Shareholders vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus and exercise their Redemption Rights?

A. HVII Public Shareholders are not required to vote in respect of the Business Combination in order to exercise their Redemption Rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of HVII Public Shareholders are reduced as a result of redemptions by HVII Public Shareholders.

HVII’s net tangible book value as of September 30, 2025 was $(7,256) thousand, or $(0.28) per share, based on 26,023,333 HVII Ordinary Shares outstanding as of that date.

The following table illustrates the changes in net tangible book value and dilution to existing shareholders at varying redemption levels (in thousands, except share and per share data).

	No Redemption(1)		25% Redemptions(2)		50% Redemptions(3)		75% Redemptions(4)		Maximum Redemptions(5)
Offering Price of the Securities in the Initial Registered offering price per share	$	10.00	$	10.00	$	10.00	$	10.00	$	10.00
HVII’s net tangible book value as of September 30, 2025, as adjusted for redemptions	$	183,526	$	136,624	$	89,722	$	42,321	$	(4,581	)
HVII’s shares outstanding, as adjusted for redemptions		27,664,166		22,914,166		18,164,166		13,414,166		8,664,166
HVII’s net tangible book value per share as of September 30, 2025, as adjusted for redemptions	$	6.63	$	5.96	$	4.94	$	3.15	$	(0.53	)
Dilution per share to the existing HVII’s Shareholders	$	3.37	$	4.04	$	5.06	$	6.85	$	10.53
Change in net tangible book value per share attributable to HVII’s Shareholders	$	6.91	$	6.24	$	5.22	$	3.43	$	(0.25	)

(1)	Assumes that no Public Shareholders exercise redemption rights with respect to their HVII Class A Ordinary Shares for a pro rata share of the funds in the Trust Account.
(2)	Assumes that 25% of maximum redeemable shares, or 4,750,000 HVII Public Shares, will be redeemed by Public Shareholders for an aggregate payment of approximately $48.8 million based on a redemption price of approximately $10.27 per share.
(3)	Assumes that 50% of maximum redeemable shares, or 9,500,000 HVII Public Shares, will be redeemed by Public Shareholders for an aggregate payment of approximately $97.6 million based on a redemption price of approximately $10.27 per share.
(4)	Assumes that 75% of maximum redeemable shares, or 14,250,000 HVII Public Shares, will be redeemed by Public Shareholders for an aggregate payment of approximately $146.4 million based on a redemption price of approximately $10.27 per share.
(5)	The maximum redemptions scenario assumes that 19,000,000 HVII Public Shares are redeemed for aggregate redemption payments of $195.2 million, assuming a $10.27 per share redemption price.

The following table illustrates the as adjusted net tangible book value to HVII’s Shareholders and decrease in net tangible book value to HVII’s Shareholders as a result of transaction costs incurred by HVII, and funds released from the Trust Account at Closing (in thousands, except share and per share data).

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	No Redemption(1)			25% Redemptions(2)			50% Redemptions(3)			75% Redemptions(4)			Maximum Redemptions(5)
As adjusted net tangible book value per share	$	6.63		$	5.96		$	4.94		$	3.15		$	(0.53	)
Numerator adjustments
HVII’s net tangible book value as of September 30, 2025	$	(7,256	)	$	(7,256	)	$	(7,256	)	$	(7,256	)	$	(7,256	)
Settlement of deferred underwriting fee payable		—			1,900			3,800			5,700			7,600
Transaction costs attributed to HVII		(4,425	)		(4,425	)		(4,425	)		(4,925	)		(4,925	)
Funds released from Trust Account		195,207			146,405			97,603			48,802			—
As adjusted net tangible book value	$	183,526		$	136,624		$	89,722		$	42,321		$	(4,581	)
Denominator adjustments
HVII’s HVII Public Shares outstanding		19,000,000			14,250,000			9,500,000			4,750,000			—
HVII Founder Shares outstanding		6,333,333			6,333,333			6,333,333			6,333,333			6,333,333
HVII Private Placement Shares outstanding		690,000			690,000			690,000			690,000			690,000
HVII’s Public Rights Shares outstanding		1,583,333			1,583,333			1,583,333			1,583,333			1,583,333
HVII Private Placement Rights Shares outstanding		57,500			57,500			57,500			57,500			57,500
As adjusted total shares outstanding		27,664,166			22,914,166			18,164,166			13,414,166			8,664,166

(1)	Assumes that no Public Shareholders exercise redemption rights with respect to their HVII Class A Ordinary Shares for a pro rata share of the funds in the Trust Account.
(2)	Assumes that 25% of maximum redeemable shares, or 4,750,000 HVII Public Shares, will be redeemed by Public Shareholders for an aggregate payment of approximately $48.8 million based on a redemption price of approximately $10.27 per share.
(3)	Assumes that 50% of maximum redeemable shares, or 9,500,000 HVII Public Shares, will be redeemed by Public Shareholders for an aggregate payment of approximately $97.6 million based on a redemption price of approximately $10.27 per share.
(4)	Assumes that 75% of maximum redeemable shares, or 14,250,000 HVII Public Shares, will be redeemed by Public Shareholders for an aggregate payment of approximately $146.4 million based on a redemption price of approximately $10.27 per share.
(5)	The maximum redemptions scenario assumes that 19,000,000 HVII Public Shares are redeemed for aggregate redemption payments of $195.2 million, assuming a $10.27 per share redemption price.

To the extent that additional shares are issued pursuant to the foregoing, HVII’s Shareholders will experience further dilution. In addition, HVII may enter into other transactions. To the extent it issues such securities, investors and HVII’s Shareholders may experience further dilution.

The following table presents all possible sources and the extent of dilution that HVII’s Shareholders who elect not to redeem their shares may experience in connection with the Business Combination, including sources not included in the tables above with respect to the determination of net tangible book value per share.

	Voting Interests in the New ONE Nuclear
	No Redemption(1)					25% Redemptions(2)					50% Redemptions(3)					75% Redemptions(4)					Maximum  Redemptions(5)
	Shares		%			Shares		%			Shares		%			Shares		%			Shares		%
HVII Public Shareholders(6)		20,583,333		14.9	%		15,833,333		11.9	%		11,083,333		8.6	%		6,333,333		5.1	%		1,583,333		1.3	%
Initial Shareholders(7)		7,080,833		5.1	%		7,080,833		5.3	%		7,080,833		5.5	%		7,080,833		5.7	%		7,080,833		5.9	%
ONE Nuclear Equity Holders(8)		110,370,983		80.0	%		110,370,983		82.8	%		110,370,983		85.9	%		110,370,983		89.2	%		110,370,983		92.8	%
Total		138,035,149		100.0	%		133,285,149		100.0	%		128,535,149		100.0	%		123,785,149		100.0	%		119,035,149		100.0	%

(1)	Assumes that no Public Shareholders exercise redemption rights with respect to their HVII Class A Ordinary Shares for a pro rata share of the funds in the Trust Account.
(2)	Assumes that 25% of maximum redeemable shares, or 4,750,000 HVII Public Shares, will be redeemed by Public Shareholders for an aggregate payment of approximately $48.8 million based on a redemption price of approximately $10.27 per share.
(3)	Assumes that 50% of maximum redeemable shares, or 9,500,000 HVII Public Shares, will be redeemed by Public Shareholders for an aggregate payment of approximately $97.6 million based on a redemption price of approximately $10.27 per share.
(4)	Assumes that 75% of maximum redeemable shares, or 14,250,000 HVII Public Shares, will be redeemed by Public Shareholders for an aggregate payment of approximately $146.4 million, based on a redemption price of approximately $10.27 per share as of September 30, 2025.
(5)	The maximum redemptions scenario assumes that 19,000,000 HVII Public Shares are redeemed for aggregate redemption payments of $195.2 million, based on a redemption price of approximately $10.27 per share as of September 30, 2025.
(6)	Includes 1,583,333 shares of New ONE Nuclear Common Stock issuable upon the conversion of the outstanding HVII Public Rights.
(7)	Includes 690,000 shares of New ONE Nuclear Common Stock issuable in respect of the outstanding 690,000 HVII Class A Ordinary Shares issued in a private placement and 57,500 shares of New ONE Nuclear Common Stock issuable upon the conversion of the outstanding HVII Rights issued in a private placement.
(8)	Assumes the issuance of the maximum amount of 13,000,000 Earnout Shares. During the two-year period beginning on the first anniversary of the Closing Date and ending on the third anniversary of the Closing Date, HVII may issue up to 13,000,000 additional shares of Common Stock as contingent Earnout Share consideration to the equity holders of ONE Nuclear, subject to the achievement of certain share price milestones.

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HVII issued shares in the IPO at $10.00 per share. After giving effect to the IPO, the issued and outstanding HVII Public Shares of HVII are 19,000,000, assuming no redemption. In connection with the Business Combination, 97,370,983 shares of New ONE Nuclear Common Stock will be issued to ONE Nuclear Members. Redemption levels of 0%, 25%, 50%, 75% and maximum have been disclosed in the table below as required by Item 1604(c) (in thousands, except share and per share data).

For purposes of Item 1604(c)(1), New ONE Nuclear would have 125,035,149 total shares after giving effect to the Business Combination under the no redemption scenario. Where there are no redemption, the company valuation is based on HVII offering price of the securities in the initial registered offering price per share of $10.00 is therefore calculated as: $10.00 (per share IPO price) times 125,035,149 shares, or $1,250,351 thousand. The following table illustrates the valuation at the offering price of the securities in the initial registered offering price of $10.00 per share for each redemption scenario:

	No Redemption(1)		25% Redemptions(2)		50% Redemptions(3)
HVII shares valuation based on offering price of the securities in the initial registered offering of $10.00 per share	$	276,642	$	229,142	$	181,642
HVII shares outstanding post Business Combination		27,664,166		22,914,166		18,164,166
ONE Nuclear shares valuation based on offering price of the securities in the initial registered offering of $10.00 per share	$	973,710	$	973,710	$	973,710
ONE Nuclear shares outstanding post Business Combination		97,370,983		97,370,983		97,370,983
Total valuation based on offering price of the securities in the initial registered offering of $10.00 per share	$	1,250,351	$	1,202,851	$	1,155,351
Total shares outstanding post Business Combination		125,035,149		120,285,149		115,535,149

	75% Redemptions(4)		Maximum Redemptions(5)
HVII shares valuation based on offering price of the securities in the initial registered offering of $10.00 per share	$	134,142	$	86,642
HVII shares outstanding post Business Combination		13,414,166		8,664,166
ONE Nuclear shares valuation based on offering price of the securities in the initial registered offering of $10.00 per share	$	973,710	$	973,710
ONE Nuclear shares outstanding post Business Combination		97,370,983		97,370,983
Total valuation based on offering price of the securities in the initial registered offering of $10.00 per share	$	1,107,851	$	1,060,351
Total shares outstanding post Business Combination		110,785,149		106,035,149

(1)	Assumes that no Public Shareholders exercise redemption rights with respect to their HVII Class A Ordinary Shares for a pro rata share of the funds in the Trust Account.
(2)	Assumes that 25% of maximum redeemable shares, or 4,750,000 HVII Public Shares, will be redeemed by Public Shareholders for an aggregate payment of approximately $48.8 million based on a redemption price of approximately $10.27 per share.
(3)	Assumes that 50% of maximum redeemable shares, or 9,500,000 HVII Public Shares, will be redeemed by Public Shareholders for an aggregate payment of approximately $97.6 million based on a redemption price of approximately $10.27 per share.
(4)	Assumes that 75% of maximum redeemable shares, or 14,250,000 HVII Public Shares, will be redeemed by Public Shareholders for an aggregate payment of approximately $146.4 million, based on a redemption price of approximately $10.27 per share.
(5)	The maximum redemptions scenario assumes that 19,000,000 HVII Public Shares are redeemed for aggregate redemption payments of $195.2 million, based on a redemption price of approximately $10.27 per share.

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The required disclosure is not a guarantee that the trading price of New ONE Nuclear will not be below the IPO offering price of HVII, nor is the disclosure a guarantee the New ONE Nuclear valuation will attain one of the stated levels of valuation.

Q. What will be the relative equity stakes of HVII Shareholders and ONE Nuclear Members in New ONE Nuclear upon completion of the Business Combination?

A. Upon consummation of the Business Combination, the post-Closing share ownership of the New ONE Nuclear under (1) the No Redemption Scenario, (2) the 25% Redemptions Scenario, (3) the 50% Redemptions Scenario, (4) the 75% Redemptions Scenario and (5) the Maximum Redemptions Scenario, excluding the dilutive effect of Earnout Shares and the ONE Nuclear Equity Incentive Plan would be as follows:

	Voting Interests in the New ONE Nuclear
	No Redemption(1)					25% Redemptions(2)					50% Redemptions(3)					75% Redemptions(4)					Maximum  Redemptions(5)
	Shares		%			Shares		%			Shares		%			Shares		%			Shares		%
HVII Public Shareholders(6)		20,583,333		16.5	%		15,833,333		13.2	%		11,083,333		9.6	%		6,333,333		5.7	%		1,583,333		1.5	%
Initial Shareholders(7)		7,080,833		5.7	%		7,080,833		5.9	%		7,080,833		6.1	%		7,080,833		6.4	%		7,080,833		6.7	%
ONE Nuclear Equity Holders(8)		97,370,983		77.8	%		97,370,983		80.9	%		97,370,983		84.3	%		97,370,983		87.9	%		97,370,983		91.8	%
Total		125,035,149		100.0	%		120,285,149		100.0	%		115,535,149		100.0	%		110,785,149		100.0	%		106,035,149		100.0	%

(1)	Assumes that no Public Shareholders exercise redemption rights with respect to their HVII Class A Ordinary Shares for a pro rata share of the funds in the Trust Account.
(2)	Assumes that 25% of maximum redeemable shares, or 4,750,000 HVII Public Shares, will be redeemed by Public Shareholders for an aggregate payment of approximately $48.8 million based on a redemption price of approximately $10.27 per share.
(3)	Assumes that 50% of maximum redeemable shares, or 9,500,000 HVII Public Shares, will be redeemed by Public Shareholders for an aggregate payment of approximately $97.6 million based on a redemption price of approximately $10.27 per share.

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(4)	Assumes that 75% of maximum redeemable shares, or 14,250,000 HVII Public Shares, will be redeemed by Public Shareholders for an aggregate payment of approximately $146.4 million based on a redemption price of approximately $10.27 per share.
(5)	The maximum redemptions scenario assumes that 19,000,000 HVII Public Shares are redeemed for aggregate redemption payments of $195.2 million, assuming a $10.27 per share redemption price.
(6)	Includes 1,583,333 shares of New ONE Nuclear Common Stock issuable upon the conversion of the outstanding HVII Public Rights.
(7)	Includes 690,000 shares of New ONE Nuclear Common Stock issuable in respect of the outstanding 690,000 HVII Class A Ordinary Shares issued in a private placement and 57,500 shares of New ONE Nuclear Common Stock issuable upon the conversion of the outstanding HVII Rights issued in a private placement.
(8)	Figures presented on a non-diluted basis to exclude the dilutive effect of Earnout Shares.

The following table illustrates varying ownership levels of the New ONE Nuclear immediately following the Business Combination on a fully diluted basis,⁽¹⁾ excluding the shares issuable under the ONE Nuclear Equity Incentive Plan:

	Voting Interests in the New ONE Nuclear
	No Redemption					25% Redemptions					50% Redemptions					75% Redemptions					Maximum  Redemptions
	Shares		%			Shares		%			Shares		%			Shares		%			Shares		%
HVII Public Shareholders		20,583,333		14.9	%		15,833,333		11.9	%		11,083,333		8.6	%		6,333,333		5.1	%		1,583,333		1.3	%
Initial Shareholders		7,080,833		5.1	%		7,080,833		5.3	%		7,080,833		5.5	%		7,080,833		5.7	%		7,080,833		5.9	%
ONE Nuclear Equity Holders		110,370,983		80.0	%		110,370,983		82.8	%		110,370,983		85.9	%		110,370,983		89.2	%		110,370,983		92.8	%
Total		138,035,149		100.0	%		133,285,149		100.0	%		128,535,149		100.0	%		123,785,149		100.0	%		119,035,149		100.0	%

(1) This table makes the same assumptions as in the preceding ownership table, except that this table assumes the issuance of the maximum amount of 13,000,000 Earnout Shares. During the two-year period beginning on the first anniversary of the Closing Date and ending on the third anniversary of the Closing Date, HVII may issue up to 13,000,000 additional shares of New ONE Nuclear Common Stock as contingent Earnout Shares consideration to the equity holders of ONE Nuclear, subject to the achievement of certain share price milestones.

In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions will increase the dilutive effect of these issuances on non-redeeming holders of the HVII Public Shares.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Frequently Used Terms” and, with respect to the determination of the “Maximum Redemptions,” the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Q: Will my rights as a shareholder of New ONE Nuclear be different from my rights as a HVII Shareholder?

A. Yes, there are certain material differences between your rights as a HVII Shareholder and your rights as a holder of shares of New ONE Nuclear Common Stock. You are urged to read the sections of this proxy statement/prospectus entitled “Description of New ONE Nuclear’s Securities” and “Comparison of Stockholders’ Rights.”

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Q. Who will be the officers and directors of HVII if the Business Combination is consummated?

A. Pursuant to the Business Combination Agreement: immediately following the Effective Time, the board of directors of New ONE Nuclear will consist of (i) two (2) directors qualifying as independent directors who are designated by HVII prior to the Closing with the reasonable consent of ONE Nuclear and (ii) five (5) directors designated by ONE Nuclear prior to the Closing. The board of directors of New ONE Nuclear as of immediately following the Effective Time will comply with Nasdaq rules and will be divided into three (3) classes of directors with staggered terms. The management team of New ONE Nuclear as of immediately following the Effective Time will consist solely of ONE Nuclear’s current management team. See the section of this proxy statement/prospectus entitled “Management of New ONE Nuclear After the Business Combination” for additional information.

Q. Did the HVII Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A. In approving the Business Combination Agreement and the Transactions, the HVII Board determined not to obtain a third-party valuation or fairness opinion. The officers and directors of HVII have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background, together with the experience and sector expertise of HVII’s financial advisor, enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, HVII’s officers, directors and advisors have substantial experience with public and private mergers and acquisitions, including multiple prior De-SPAC transactions completed by HVII’s management team. See the section of the proxy statement/prospectus entitled “The Business Combination — HVII’s Board of Directors’ Reasons for the Approval of the Business Combination” for additional information.

Q. What interests do HVII’s officers and directors and other parties have in the Business Combination?

A. When considering the HVII Board’s recommendation that HVII Public Shareholders vote in favor of the approval of the Business Combination Proposal, HVII Public Shareholders should be aware that the Sponsor and HVII’s executive officers, and directors have interests in the Business Combination that may be different from or in addition to (and which may conflict with) the interests of HVII Public Shareholders. These interests include:

● the beneficial ownership of the Sponsor and certain members of the HVII Board and officers of an aggregate of (a) 6,333,333 HVII Class B Ordinary Shares, which were acquired for an aggregate purchase price of approximately $25,000 prior to the IPO, which shares would likely be worthless if HVII is unable to effectuate an initial business combination by the end of the Completion Window and HVII is therefore required to liquidate, as HVII Class B Ordinary Shares are not entitled to participate in any redemption or liquidation of the Trust Account and (b) 500,000 HVII Private Placement Units, consisting of 500,000 HVII Class A Ordinary Shares and 500,000 HVII Rights, which were acquired for an aggregate purchase price of approximately $5 million simultaneously with the consummation of the IPO, which underlying HVII Rights would become worthless if HVII does not complete an initial business combination within the Completion Window. Such HVII Class B Ordinary Shares and Private Placement Units have an aggregate market value of approximately $[      ] million and $[      ] million, respectively, based on the closing price of HVII Class A Ordinary Shares of $[      ] and HVII Rights of $[      ] on Nasdaq on [      ], 2026, the record date for the HVII Shareholders’ Meeting;

● Daniel J. Hennessy, the Chairman and Chief Executive Officer of HVII, and Thomas D. Hennessy, the President and Chief Operating Officer of HVII, are each managing members of the Sponsor, and both are the ultimate beneficial owner with voting and investment discretion with respect to the HVII Ordinary Shares held by the Sponsor;

● the continued indemnification of current directors and officers of HVII and the continuation of directors’ and officers’ liability insurance after the Business Combination;

● the fact that the Sponsor and HVII’s officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on HVII’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. As of December 15, 2025, the current directors or officers of HVII had not incurred any expenses which they expect to be reimbursed at the Closing;

● the fact that at the Closing, ONE Nuclear, ONE Nuclear Members, the Sponsor, and certain of HVII’s current and former directors and officers will enter into the A&R Registration Rights Agreement and Lock-Up Agreement, which, among other things, provide customary registration rights, including piggy-back rights, subject to cooperation and cut-back provisions with respect to the New ONE Nuclear Common Stock held by such parties following the consummation of the Business Combination and will amend the existing transfer restrictions under the Letter Agreement;

● the fact that the Sponsor, an affiliate of the Sponsor, or HVII’s officers and directors may, but are not obligated to, provide working capital loans to HVII. If HVII completes an initial business combination, HVII would repay the working capital loans. In the event that an initial business combination does not close, HVII may use a portion of the working capital held outside the Trust Account to repay the working capital loans but no proceeds from the Trust Account would be used to repay the working capital loans. Up to $2,500,000 of such working capital loans may be convertible into private placement units of New ONE Nuclear at a price of $10.00 per Unit at the option of the lender. As of September 30, 2025, no such working capital loans were outstanding;

● the fact that Nicholas Geeza, HVII’s chief financial officer, is entitled to an aggregate of $10,000 per month for services rendered to HVII;

● the fact that HVII has agreed to pay consulting and advisory fees of $11,000 per month, with a discretionary annual bonus of up to $25,000, to an affiliate of the Sponsor for services related to the execution and consummation of HVII’s initial business combination, which payments commenced in September 2025;

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● the fact that the Sponsor is entitled to $25,000 per month to an affiliate of the Sponsor for office space, utilities and secretarial and administrative support, which amount was an aggregate of $15,000 per month prior to September 1, 2025; and

● the fact that the Sponsor and HVII’s officers and directors will lose their entire investment in HVII if an initial business combination is not completed within the Completion Window.

The HVII Board was aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to HVII Shareholders that they approve the Business Combination. HVII Public Shareholders should take these interests into account in deciding whether to approve the Business Combination or to exercise their rights of redemption.

ONE Nuclear does not believe that any of its directors or officers have any actual or potential material conflicts of interest with unaffiliated security holders of HVII with respect to the Business Combination, including whether to proceed with the Business Combination, or the approval of the Condition Precedent Proposals.

Q. What interests does CCM have in the Business Combination?

A. In addition to the interests of the Initial Shareholders in the Business Combination, you should be aware that HVII’s agent and advisor, CCM, has financial interests that may conflict with your interests. CCM is serving as the non-exclusive financial advisor, capital markets advisor and placement agent to HVII and is entitled to receive up to $5.32 million of the total Deferred Underwriting Commissions from immediately available funds upon the Closing (subject to reduction based on the funds remaining in the Trust Account after giving effect to the HVII Public Shares that are redeemed in connection with the Business Combination). In addition, as compensation for CCM’s services as financial advisor, capital markets advisor and placement agent to HVII, CCM is entitled to receive (i) a $500,000 cash transaction fee payable upon the closing of HVII’s initial business combination (subject to dollar-for-dollar reduction to the extent CCM’s Deferred Underwriting Commission is in excess of $2.0 million); (ii) 150,000 common shares (or equivalent equity) of the publicly listed post-business combination company (to be issued upon closing of HVII’s initial business combination); and (iii) 5.0% of the gross proceeds raised from investors or other third parties identified by CCM and received by HVII or the target upon closing of the PIPE Investment or other capital raising transaction.

Q. What conditions must be satisfied to complete the Business Combination?

A. There are a number of closing conditions in the Business Combination Agreement, including approval of the Transactions by the HVII Shareholders and ONE Nuclear Members. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section of this proxy statement/prospectus entitled “The Business Combination Agreement — Conditions to Closing; Termination — Conditions to Closing.” You should be aware that one or more of these conditions may be waived by a party to the Business Combination Agreement. For example, pursuant to the terms of the Business Combination Agreement, as a closing condition (subject to certain exceptions), the shares of New ONE Nuclear Common Stock to be issued in connection with the Business Combination are to be approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. Following the Closing, the shares of New ONE Nuclear Common Stock are intended to be listed, subject to Nasdaq approval, under the proposed symbol “ONEN.” It is important for you to know that, at the time of our extraordinary general meeting, we may not have received from Nasdaq either confirmation of the listing of the shares of New ONE Nuclear Common Stock or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other Proposals without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived or is subject to an exception and therefore the shares of New ONE Nuclear Common Stock would not be listed on any nationally recognized securities exchange.

Q. Do ONE Nuclear Members need to approve the Business Combination?

A. Yes. In connection with the execution of the Business Combination Agreement, certain of the ONE Nuclear Members, HVII and ONE Nuclear entered into the Member Support Agreement, pursuant to which, among other things, and subject to the terms and conditions set forth therein, the ONE Nuclear Members parties thereto agreed (a) to attend and vote at any meeting of the ONE Nuclear Members (including any postponement or adjournment thereof) and execute and deliver written consent or approval in any action by written consent or approval of the ONE Nuclear Members requested by ONE Nuclear, all of the ONE Nuclear Units held by the ONE Nuclear Members parties thereto (i) in favor of the approval and adoption of the Business Combination Agreement, the Merger and the other Transactions, and (ii) against any action, agreement or transaction or proposal that would reasonably be expected to prevent, impede, interfere with, delay, postpone or adversely affect the Merger or the other Transactions in any material respect and (b) not to transfer or redeem any ONE Nuclear Units held by them prior to Closing, subject to certain exceptions. For further information, please see the section of this proxy statement/prospectus entitled “Certain Agreements Related to The Business Combination — Member Support Agreement.”

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Q. When do you expect the Business Combination to be completed?

A. It is currently anticipated that the Business Combination will be consummated promptly following the HVII Shareholders’ Meeting which is set for [       ] Eastern time, on [       ], 2026; however, the HVII Shareholders’ Meeting could be adjourned, as described above.

Q. What happens if the Business Combination Proposal is not approved?

A. If the Business Combination Proposal is not approved and HVII does not consummate a business combination within the Completion Window, or amend the HVII Charter to extend the date by which HVII must consummate an initial business combination, HVII will be required to dissolve and liquidate the Trust Account.

Q. What happens if I sell my HVII Class A Ordinary Shares before the HVII Shareholders’ Meeting?

A. The record date for the HVII Shareholders’ Meeting will be earlier than the date that the Business Combination is expected to be completed. If you transfer your HVII Class A Ordinary Shares after the record date, but before the HVII Shareholders’ Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the HVII Shareholders’ Meeting. However, you will not be entitled to receive any shares of New ONE Nuclear Common Stock following the Closing because only HVII Shareholders on the date of the Closing will be entitled to receive shares of New ONE Nuclear Common Stock in connection with the Closing.

Q. Do I have redemption rights?

A. HVII will provide HVII Public Shareholders with the opportunity to redeem all or a portion of their HVII Public Shares upon the completion of HVII’s initial business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of HVII’s initial business combination, including interest (net of permitted withdrawals), divided by the number of then outstanding HVII Public Shares, subject to the limitations described in the section of this proxy statement/prospectus entitled “Business of HVII and Certain Information About HVII — Redemption Rights for HVII Public Shareholders Upon Completion of HVII’s Initial Business Combination.”

Q. If I hold HVII Rights, can I exercise redemption rights with respect to my HVII Rights?

A. No. There will be no redemption rights or liquidating distributions with respect to HVII Rights, which will expire worthless if HVII fails to complete its initial business combination within the Completion Window.

Q. Is there a limit on the number of shares I may redeem?

A. The HVII Charter provides that a HVII Public Shareholder, together with any affiliate of such HVII Public Shareholder or any other person with whom such HVII Public Shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), is restricted from seeking Redemption Rights with respect to more than an aggregate of 15% of the HVII Public Shares sold in the IPO, without its prior consent. For further information, please see the section of this proxy statement/prospectus entitled “Business of HVII and Certain Information About HVII — Redemption Rights for HVII Public Shareholders Upon Completion of HVII’s Initial Business Combination — Limitation on Redemption Upon Completion of HVII’s Initial Business Combination if it Seeks HVII Public Shareholder Approval.”

Q. Will how I vote affect my ability to exercise Redemption Rights?

A. No. Each HVII Public Shareholder may elect to redeem its HVII Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

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Q. How do I exercise my Redemption Rights?

A. In order to exercise your Redemption Rights, you must, prior to 5:00 p.m., Eastern time, on [        ], 2026 (two business days before the HVII Shareholders’ Meeting), both:

● Submit a request in writing that HVII redeem your HVII Class A Ordinary Shares for cash to Odyssey Transfer and Trust Company, HVII’s transfer agent; and

● Deliver your HVII Class A Ordinary Shares either physically or electronically through DTC to Odyssey. HVII Shareholders seeking to exercise their Redemption Rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent. It is HVII’s understanding that HVII Shareholders should generally allot at least one week to obtain physical certificates from Odyssey. However, HVII does not have any control over this process and it may take longer than one week. HVII Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your HVII Class A Ordinary Shares as described above, your shares will not be redeemed.

The address of Odyssey is listed under the question “Who can help answer my questions?” below.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising Redemption requests and thereafter, with HVII’s consent. If you delivered your HVII Class A Ordinary Shares for redemption to Odyssey and decide within the required timeframe not to exercise your Redemption Rights, you may request that Odyssey return the HVII Class A Ordinary Shares (physically or electronically). It is anticipated that the funds to be distributed to HVII Public Shares electing to redeem their HVII Public Shares will be distributed promptly after the completion of HVII’s initial business combination. You may make such request by contacting Odyssey at the phone number or address listed under the question “Who can help answer my questions?” below.

Q. What are the material U.S. federal income tax considerations of the Domestication?

A. Any HVII Class A Ordinary Shares that are redeemed pursuant to the Redemption Rights described in this proxy statement/prospectus will be canceled prior to the Domestication and will not be exchanged for shares of New ONE Nuclear Common Stock pursuant to the Domestication. Accordingly, U.S. Holders of HVII Ordinary Shares that exercise their redemption rights with respect to their HVII Ordinary Shares are not expected to be subject to the U.S. federal income tax consequences of the Domestication described below with respect to such redeemed shares.

As discussed more fully under “Material U.S. Federal Income Tax Considerations for Holders of HVII Class A Ordinary Shares and New ONE Nuclear Common Stock” of this proxy statement/prospectus, Sidley Austin LLP has delivered an opinion that the Domestication should qualify as a reorganization under 368(a)(1)(F) of the Code (an “F Reorganization”). Due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to an entity that holds only investment-type assets such as HVII, whether the Domestication qualifies as an F Reorganization is not entirely clear. Accordingly, due to the absence of such guidance, it is not possible to predict whether the IRS or a court considering the issue would take a contrary position. Assuming that the Domestication qualifies as an F Reorganization, and subject to the “passive foreign investment company” (“PFIC”) rules discussed below and under “Material U.S. Federal Income Tax Considerations for Holders of HVII Class A Ordinary Shares and New ONE Nuclear Common Stock — II. U.S. Holders — A. Tax Consequences of the Domestication to U.S. Holders — 4. PFIC Considerations”, U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations for Holders of HVII Class A Ordinary Shares and New ONE Nuclear Common Stock — II. U.S. Holders”) will be subject to Section 367(b) of the Code in connection with the Domestication and, as a result:

● a U.S. Holder who beneficially owns (directly, indirectly or constructively) 10% or more of the total combined voting power of all classes of HVII shares entitled to vote or 10% or more of the total value of all classes of HVII shares (a “10% U.S. Shareholder”) on the date of the Domestication generally will be required to include in income as a deemed dividend deemed paid by HVII the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to the HVII Class A Ordinary Shares held directly by such U.S. Holder;

● a U.S. Holder who, on the date of the Domestication, is not a 10% U.S. Shareholder and whose HVII Class A Ordinary Shares have a fair market value of $50,000 or more on the date of the Domestication generally will recognize gain (but not loss) with respect to its HVII Class A Ordinary Shares as if such U.S. Holder exchanged its HVII Class A Ordinary Shares for shares of New ONE Nuclear Common Stock in a taxable transaction unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend deemed paid by HVII the “all earnings and profits” amount attributable to such U.S. Holder’s HVII Class A Ordinary Shares; and

● a U.S. Holder who, on the date of the Domestication, is not a 10% U.S. Shareholder and whose HVII Class A Ordinary Shares have a fair market value of less than $50,000 on the date of the Domestication generally will not recognize any gain or loss or include any part of the “all earnings and profits amount” in income under Section 367 of the Code in connection with the Domestication.

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As discussed more fully under “Material U.S. Federal Income Tax Considerations for Holders of HVII Class A Ordinary Shares and New ONE Nuclear Common Stock — II. U.S. Holders — A. Tax Consequences of the Domestication to U.S. Holders — 4. PFIC Considerations”, HVII believes that it is likely classified as a PFIC for U.S. federal income tax purposes for the taxable year of the consummation of the Business Combination. If HVII were classified as a PFIC for U.S. federal income tax purposes, then notwithstanding the U.S. federal income tax consequences of the Domestication discussed in the foregoing, proposed Treasury Regulations under Section 1291(f) of the Code and certain other PFIC rules (which have retroactive effective dates), if finalized in their current form, generally would require a U.S. Holder to recognize gain (but not loss) on the exchange of HVII Class A Ordinary Shares for shares of New ONE Nuclear Common Stock pursuant to the Domestication. Any such gain would be taxable income with no corresponding receipt of cash in the Domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. In addition, the proposed Treasury Regulations provide coordinating rules with other sections of the Code, including Section 367(b), which affect the manner in which the rules under such other sections apply to transfers of PFIC stock. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code and such other PFIC rules may be adopted and how any such Treasury Regulations would apply. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “Material U.S. Federal Income Tax Considerations for Holders of HVII Class A Ordinary Shares and New ONE Nuclear Common Stock — II. U.S. Holders — A. Tax Consequences of the Domestication to U.S. Holders — 4. PFIC Considerations — e. QEF Election and Mark-to-Market Election” with respect to their HVII Class A Ordinary Shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see “Material U.S. Federal Income Tax Considerations for Holders of HVII Class A Ordinary Shares and New ONE Nuclear Common Stock — II. U.S. Holders”.

Each U.S. Holder is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of HVII Class A Ordinary Shares for shares of New ONE Nuclear Common Stock pursuant to the Domestication.

Additionally, the Domestication may cause Non-U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations for Holders of HVII Class A Ordinary Shares and New ONE Nuclear Common Stock — III. Non-U.S. Holders”) to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such Non-U.S. Holder’s shares of New ONE Nuclear Common Stock after the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state and local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “Material U.S. Federal Income Tax Considerations for Holders of HVII Class A Ordinary Shares and New ONE Nuclear Common Stock”.

Q. What are the U.S. federal income tax consequences of exercising my Redemption Rights?

A. The U.S. federal income tax consequences of exercising your Redemption Rights with respect to your HVII Class A Ordinary Shares depend on your particular facts and circumstances. It is possible that you may be treated as selling your HVII Class A Ordinary Shares and, as a result, recognize capital gain or capital loss. It is also possible that the Redemption may be treated as a distribution for U.S. federal income tax purposes. Whether a Redemption of your HVII Class A Ordinary Shares qualifies for sale treatment will depend largely on the total number of HVII Ordinary Shares you are treated as owning before and after the Redemption (including any shares that you directly or indirectly acquire pursuant to the Business Combination) relative to all of the HVII Ordinary Shares outstanding both before and after the Redemption. Redeeming U.S. Holders generally will be subject to the PFIC rules with respect to any gain or loss recognized by the U.S. Holder on its deemed sale of its HVII Class A Ordinary Shares (if the Redemption were treated as a sale of shares) or any corporate distributions deemed received on its HVII Class A Ordinary Shares (if the Redemption were treated as a corporate distribution). For a more complete discussion of the U.S. federal income tax considerations of an exercise of Redemption Rights, see “Material U.S. Federal Income Tax Considerations for Holders of HVII Class A Ordinary Shares and New ONE Nuclear Common Stock — Tax Consequences to U.S. Holders of HVII Class A Ordinary Shares Exercising Redemption Rights”.

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All holders of HVII Class A Ordinary Shares considering exercising Redemption Rights are urged to consult their tax advisor on the tax consequences to them of an exercise of Redemption Rights, including the applicability and effect of U.S. federal, state and local and non-U.S. tax laws.

Q. May I seek statutory appraisal rights or dissenter rights with respect to my HVII Ordinary Shares?

A. The Cayman Islands Companies Act prescribes when shareholder appraisal rights are available and sets limitations on such rights. For additional information, see the section of this proxy statement/prospectus titled “Extraordinary General Meeting of HVII — Appraisal Rights.”

Q. What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A. If the Business Combination is consummated, the funds held in the Trust Account will be released to pay (i) HVII Public Shareholders who properly exercise their Redemption Rights, (ii) Deferred Underwriting Commissions and (iii) expenses incurred by ONE Nuclear and HVII in connection with the Business Combination, to the extent not otherwise paid prior to the Closing. Any additional funds available for release from the Trust Account will be used for general corporate purposes of New ONE Nuclear following the Business Combination.

Q. What do I need to do now?

A. HVII urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the financial statements and the annexes, and to consider how the Business Combination will affect you as a HVII Shareholder and/or HVII Right holder. HVII Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your HVII Ordinary Shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q. How do I vote?

A. If you are a holder of record, there are three ways to vote your HVII Ordinary Shares at the HVII Shareholders’ Meeting:

● You can vote by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your HVII Ordinary Shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the applicable HVII Shareholders’ Meeting. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your HVII Ordinary Shares, your HVII Ordinary Shares will be voted as recommended by the HVII Board. With respect to the Proposals, that means: “FOR” the Business Combination Proposal, “FOR” the he Domestication Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Organizational Documents Proposal, “FOR” the Advisory Organizational Documents Proposals, “FOR” the Incentive Plan Proposal, “FOR” the Director Election Proposal, and “FOR” the Adjournment Proposal.

● You can vote over the internet prior to the HVII Shareholders’ Meeting by visiting [         ] and entering the 12-digit meeting control number that is printed on your proxy card. You may vote by internet until the polls are closed during the HVII Shareholders’ Meeting.

● You can attend the HVII Shareholders’ Meeting and vote in person online. However, if your HVII Ordinary Shares are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your HVII Ordinary Shares.

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Q. How many votes do I have?

A. HVII Shareholders are entitled to one vote at the HVII Shareholders’ Meeting for each HVII Ordinary Share held of record as of the record date. As of the close of business on the record date for the HVII Shareholders’ Meeting, there were 26,023,333 HVII Ordinary Shares outstanding, of which 19,690,000 are HVII Class A Ordinary Shares and 6,333,333 are HVII Class B Ordinary Shares.

Q. What will happen if I abstain from voting or fail to vote at the HVII Shareholders’ Meeting?

A. Abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established but will not be counted in connection with the vote on any Proposal.

Q. What will happen if I sign and return my proxy card without indicating how I wish to vote?

A. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the Proposals presented at the HVII Shareholders’ Meeting.

Q. How can I attend the HVII Shareholders’ Meeting?

A. As a registered HVII Shareholder, you received a proxy card from Odyssey. The form contains instructions on how to attend the HVII Shareholders’ Meeting including the URL address [       ], along with your 12-digit control number. You will need your control number for access. If you do not have your control number, contact Odyssey at the phone number or e-mail address below. Beneficial investors who hold HVII Ordinary Shares through a bank, broker or other intermediary, will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact Odyssey to have a control number generated. Odyssey contact information is as follows: (612) 482-5100, or ContactUs@odysseytrust.com.

If you do not have internet capabilities, you can listen to the HVII Shareholders’ Meeting by dialing: (800) 450-7155 (toll-free) within the U.S. and Canada, or (857) 999-9155 (standard rates apply) outside of the U.S. and Canada. When prompted, enter the pin number [       ]. This is a listen-only option, and you will not be able to vote or enter questions during the HVII Shareholders’ Meeting.

Q. Do I need to attend the HVII Shareholders’ Meeting in person online to vote my shares?

A. No. You can vote over the internet prior to the HVII Shareholders’ Meeting by visiting [       ] and entering the 12-digit meeting control number that is printed on your proxy card. You may vote by internet until the polls are closed during the HVII Shareholders’ Meeting. Your vote is important. HVII encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

Q. If I am not going to attend the HVII Shareholders’ Meeting, should I return my proxy card instead?

A. Yes. Even if you plan to attend the HVII Shareholders’ Meeting, it is strongly recommended you complete and return your proxy card before the HVII Shareholders’ Meeting, to ensure that your shares will be represented at the HVII Shareholders’ Meeting if you are unable to attend.

Q. If my HVII Ordinary Shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A. No. If your HVII Ordinary Shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the HVII Ordinary Shares held for you in what is known as “street name”. If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your HVII Ordinary Shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your HVII Ordinary Shares. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. HVII believes the Proposals presented to HVII Shareholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your HVII Ordinary Shares without your instruction. Your broker, bank or other nominee can vote your HVII Ordinary Shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your HVII Ordinary Shares and you should instruct your broker to vote your HVII Ordinary Shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your HVII Ordinary Shares will not be voted on that proposal. This is called a “broker non-vote”. Broker non-votes are not considered present for the purposes of establishing a quorum, will not count as votes cast at the HVII Shareholders’ Meeting, and otherwise will have no effect on a particular proposal under Cayman Islands law, assuming a valid quorum is established.

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Q. How do I change or revoke my vote after I have voted?

A. If you give a proxy, you may revoke it at any time before the HVII Shareholders’ Meeting or at such meeting by doing any one of the following:

● you may send another proxy card with a later date so that it is received by HVII’s Executive Vice President, Chief Financial Officer and Secretary not less than 48 hours prior to the vote at the HVII Shareholders’ Meeting (which is scheduled to take place on [___], 2026 at [___] [a.m. / p.m.], Eastern time, via live webcast);

● you may notify Nicholas Geeza, HVII’s Executive Vice President, Chief Financial Officer and Secretary, by telephone at (847) 447-8504, by email at ngeeza@hennessycapitalgroup.com or in writing to c/o Hennessy Capital Investment Corp. VII, PO Box 1036, 195 US HWY 50, Suite 207, Zephyr Cove, Nevada 89448 before the HVII Stockholders’ Meeting that you have revoked your proxy; or

● you may attend the HVII Shareholders’ Meeting, revoke your proxy, and vote, as indicated above.

However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q. What should I do if I receive more than one set of voting materials?

A. You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards, if your HVII Ordinary Shares are registered in more than one name or are registered in different accounts. For example, if you hold your HVII Ordinary Shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold your HVII Ordinary Shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your HVII Ordinary Shares.

Q. What is the quorum requirement for the HVII Shareholders’ Meeting?

A. A quorum of HVII Shareholders is necessary to hold a valid meeting. The holders of at least a majority of the issued and outstanding HVII Ordinary Shares, present in person online or by proxy will constitute a quorum.

If a HVII Shareholder fails to return a proxy card or fails to instruct a broker or other nominee how to vote and does not attend the HVII Shareholders’ Meeting, then the HVII Shareholder’s shares will not be counted for purposes of determining whether a quorum is present at the HVII Shareholders’ Meeting. If a valid quorum is established, any such failure to vote or to provide voting instructions will result in the relevant shares not being counted in connection with the vote on any Proposal.

Abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established but will not be counted in connection with the vote on any Proposal. As of the record date for the meeting, 13,011,667 HVII Ordinary Shares would be required to achieve a quorum.

Q. What happens to the HVII Rights I hold if I vote my HVII Ordinary Shares against approval of the Business Combination Proposal and validly exercise my Redemption Rights?

A. Properly exercising your Redemption Rights as a HVII Shareholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal. If the Business Combination is not completed, you will continue to hold your HVII Rights, and if HVII does not otherwise consummate an initial business combination within the Completion Window or obtain HVII Shareholders’ Approval to extend the deadline for HVII to consummate an initial business combination, HVII will be required to dissolve and liquidate, and your HVII Rights will expire worthless.

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Q. How does the Sponsor intend to vote on the Proposals?

A. The Sponsor and HVII’s officers and directors have agreed to vote any HVII Class A Ordinary Shares and HVII Class B Ordinary Shares owned by them in favor of the Business Combination and the Proposals. Currently, the Sponsor and HVII’s officers and directors own approximately 26.26% of the issued and outstanding HVII Ordinary Shares, including all of the HVII Class B Ordinary Shares.

The Sponsor and HVII’s directors, officers, advisors, or any of their respective affiliates may purchase HVII Units, HVII Class A Ordinary Shares or HVII Rights or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of the 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 the 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 the Business Combination. However, they have no current commitments, plans, or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase HVII Units, HVII Class A Ordinary Shares or HVII Rights in such transactions. If they engage in such transactions, they will not make 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 HVII Ordinary Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Rights.

In the event that Sponsor and HVII’s directors, officers, advisors, or any of their affiliates purchase HVII Class A Ordinary Shares in privately negotiated transactions from HVII Public Shareholders who have already elected to exercise their Redemption Rights, such selling HVII Public Shareholders would be required to revoke their prior elections to redeem their HVII 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 HVII Class B Ordinary Shares and HVII Class A Ordinary Shares.

The purpose of such purchases would be to ensure that such shares would not be redeemed in connection with the Business Combination. Any such purchases of HVII securities may result in the completion the Business Combination, which may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public “float” of HVII Class A Ordinary Shares or HVII 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 New ONE Nuclear securities on a national securities exchange post-Business Combination.

The Sponsor and HVII’s officers, directors, advisors, and/or any of their respective affiliates anticipate that they may identify HVII 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 HVII Public Shareholders contacting HVII directly or by HVII’s receipt of redemption requests submitted by HVII Public Shareholders following HVII’s mailing of proxy materials in connection with the 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 HVII Public Shareholders who have expressed their election to redeem their HVII Public Shares for a pro rata share of the Trust Account or vote against the Business Combination, but only if such HVII Ordinary Shares have not already been voted at the HVII Shareholders’ Meeting. Such persons would select the HVII 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 no greater than, the amount per share a HVII Public Shareholder would receive if it elected to redeem its shares in connection with the 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.

To the extent that the Sponsor and HVII’s officers, directors, advisors, and/or any of their respective affiliates enter into any such private purchase prior to the HVII Shareholders’ Meeting, HVII will file a current report on Form 8-K to disclose (i) the amount of securities purchased in any such purchases, along with the purchase price; (ii) the purpose of any such purchases; (iii) the impact, if any, of any such purchases on the likelihood that the Business Combination will be approved; (iv) the identities or the nature of the security holders (e.g., 5% security holders) who sold their securities in any such purchases; and (v) the number of securities for which HVII has received redemption requests pursuant to its HVII Shareholders’ Redemption Rights in connection with the Business Combination.

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Any purchases by the Sponsor or HVII’s officers, directors, advisors and/or any of their respective affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. The Sponsor or HVII’s officers, directors and/or any of their respective affiliates will be restricted from making purchases of HVII Ordinary Shares if such purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

For further information, please see the section of this proxy statement/prospectus entitled “Business of HVII and Certain Information About HVII — Permitted Purchases of HVII’s Securities.”

Q. Who will solicit and pay the cost of soliciting proxies?

A. HVII will pay the cost of soliciting proxies for the HVII Shareholders’ Meeting. HVII has engaged Advantage Proxy, Inc. (the “Solicitation Agent”) to assist in the solicitation of proxies for the HVII Shareholders’ Meeting. HVII has agreed to pay the Solicitation Agent approximately $12,500 in connection with its services to HVII, all of which is payable upon the Closing. HVII will reimburse the Solicitation Agent for reasonable out-of-pocket expenses and will indemnify the Solicitation Agent and its affiliates against certain claims, liabilities, losses, damages, and expenses. HVII also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of HVII Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of HVII Ordinary Shares and in obtaining voting instructions from those owners. HVII’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person online. They will not be paid any additional amounts for soliciting proxies.

Q. Who can help answer my questions?

A. If you have questions about the Proposals, or if you need additional copies of this proxy statement/prospectus, the proxy card or the consent card you should contact our proxy solicitor at:

ADVANTAGE PROXY, INC.

P.O. Box 10904

Yakima, WA 98909

Toll Free: (877) 870-8565

Collect: (206) 870-8565

Email: ksmith@advantageproxy.com

You may also contact HVII at:

Nicholas Geeza, Executive Vice President,

Chief Financial Officer and Secretary

Hennessy Capital Investment Corp. VII

PO Box 1036, 195 US HWY 50 Suite 207

Zephyr Cove, NV 89448

Tel: (775) 339-1671

Email: ngeeza@hennessycapitalgroup.com

To obtain timely delivery, HVII Shareholders and HVII Rights holders must request the materials no later than five business days prior to the HVII Shareholders’ Meeting.

You may also obtain additional information about HVII from documents filed with the SEC by following the instructions in the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

If you intend to seek redemption of your HVII Ordinary Shares, you will need to send a letter demanding redemption and deliver your share (either physically or electronically) to Odyssey prior to 5:00 p.m., New York time, on the second business day prior to the HVII Shareholders’ Meeting. If you have questions regarding the certification of your position or delivery of your share, please contact:

Odyssey Transfer and Trust Company

2155 Woodlane Drive, Suite 100

Woodbury, MN 55125

Tel: (612) 482-5100

Email: ContactUs@odysseytrust.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the Business Combination and the proposals to be considered at the HVII Shareholders’ Meeting, you should read this entire proxy statement/prospectus carefully, including the financial statements and the annexes. See also “Where You Can Find More Information.” Certain figures included in this section have been rounded for ease of presentation and, as a result, percentages may not sum to 100%.

Parties to the Business Combination

HVII

HVII is a newly organized special purpose acquisition company incorporated as a Cayman Islands exempted company with limited liability on September 27, 2024 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which is referred to throughout this proxy statement/prospectus as HVII’s initial business combination.

The HVII Units, HVII Class A Ordinary Shares and HVII Public Rights trade on Nasdaq under the symbols “HVIIU,” “HVII” and “HVIIR,” respectively. On the Closing Date prior to Closing, (a) each then issued and outstanding HVII Class B Ordinary Share will convert (the “Sponsor Share Conversion”) automatically, on a one-for-one basis, into one HVII Class A Ordinary Share; (b) immediately after the Sponsor Share Conversion, HVII will transfer by way of continuation and deregistration to and domesticate as a Delaware corporation (such continuation and domestication, the “Domestication”); and (c) in connection with, and after giving effect to, the Domestication, (i) each then issued and outstanding HVII Class A Ordinary Share will convert automatically, on a one-for-one basis, into one share of New ONE Nuclear Common Stock, (ii) each then issued and outstanding HVII Right will convert automatically into a right to acquire one-twelfth (1/12) of one share of New ONE Nuclear Common Stock at Closing (each a “Domesticated HVII Right”), and (iii) each then issued and outstanding unit of HVII will be cancelled, and one share of New ONE Nuclear Common Stock and one Domesticated HVII Right will be issued in respect thereof.

The closing price of the HVII Units, HVII Cass A Ordinary Shares, and the HVII Public Rights on October 21, 2025, the trading day before announcement of the execution of the Business Combination Agreement, was $10.71, $10.34, and $0.44, respectively. As of As of [        ], 2026, the record date for the HVII Shareholders’ Meeting, the closing price of the HVII Units, HVII Cass A Ordinary Shares, and the HVII Public Rights was $[        ], $[        ], and $[        ], respectively.

The mailing address of HVII’s principal executive office is 195 US Hwy 50, Suite 207, Zephyr Cove, NV.

ONE Nuclear

ONE Nuclear is a Delaware limited liability company that was formed under the laws of the State of Delaware on February 10, 2025. ONE Nuclear is a development stage independent power producer dedicated to solving one of the most critical bottlenecks in the 21st-century digital economy: the acute shortage of reliable, high-density, low-carbon baseload electricity and heat. ONE Nuclear is structured to develop, own, and operate a portfolio of behind-the-meter (“BTM”) microgrids and energy parks that bypass the congested centralized energy transmission infrastructure of the United States. By combining the rapid deployment capabilities of high-efficiency natural gas generation with the long-term decarbonization and baseload potential of advanced Small Modular Reactors (“SMRs”), ONE Nuclear will offer a differentiated, dual-phase infrastructure solution tailored to the inelastic demand of hyperscale artificial intelligence (“AI”) data centers and critical industrial facilities. ONE Nuclear’s objective is to cultivate a diverse and sector-agnostic client base of energy-intensive end-users, including not just hyperscale AI and cloud data centers, but also industrial manufacturers, refineries, desalination plants and critical-infrastructure customers.

ONE Nuclear’s development model seeks to bring natural-gas capacity online in the near term while advancing staged deployment of factory-built SMRs as regulatory approvals, technology readiness, and customer demands allow. This model is designed to generate early revenue, validate site operations, and support long-term decarbonization objectives while enabling customers to scale load in multi-gigawatt increments. ONE Nuclear believes that this dual-track approach provides a differentiated path to delivering firm, low-carbon power at a pace consistent with emerging customer and market requirements.

ONE Nuclear is advancing a multi-gigawatt development pipeline across key U.S. regions, with priority sites currently in East Texas, Oklahoma and Washington State. These efforts are supported by a nationwide screening process that includes more than 75 candidate locations at varying stages of evaluation. ONE Nuclear has executed three memoranda of understanding relating to sites in East Texas, Oklahoma, and Washington State. ONE Nuclear management currently expects initial facilities to begin coming online in the fourth quarter of 2027, with up to 2 gigawatts of natural-gas-powered generation capacity operating by the fourth quarter of 2028. With a strong pipeline, ONE Nuclear is positioned to capitalize on the super cycle of electrification and AI and data center-driven load growth.

The mailing address of ONE Nuclear is 700 S. Rosemary Avenue, Suite 204, West Palm Beach, FL 33401.

Merger Sub

Merger Sub is a Delaware limited liability company and a direct wholly-owned subsidiary of HVII. Merger Sub was formed solely in contemplation of the Business Combination, has not commenced any operations, has only nominal assets and has no liabilities or contingent liabilities, nor any outstanding commitments other than in connection with the Business Combination. The mailing address of Merger Sub’s principal executive office is c/o ONE Nuclear Energy LLC, 700 S. Rosemary Avenue, Suite 204, West Palm Beach, FL 33401.

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Organizational Structure

Prior to the Business Combination

The following diagram shows the current ownership structure of HVII and ONE Nuclear, respectively.

Post-Closing New ONE Nuclear Structure

The following diagram shows the pro forma ownership structure of New ONE Nuclear immediately following the consummation of the Business Combination.

The Business Combination

On October 22, 2025, HVII, Merger Sub and ONE Nuclear entered into the Business Combination Agreement, pursuant to which, among other things, following the Domestication, Merger Sub will merge with and into ONE Nuclear (the “Merger”), with ONE Nuclear surviving the Merger as a wholly owned subsidiary of HVII. ONE Nuclear is an independent developer of large-scale energy solutions powered by natural gas and advanced nuclear small modular reactor (SMR) technologies.

The Merger

The Merger is to become effective at the time the Certificate of Merger is filed with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DLLCA or at such later time as is agreed between the parties to the Business Combination Agreement and specified in the Certificate of Merger. The parties to the Business Combination Agreement will hold the Closing no later than the third Business Day after all the conditions set forth in Article VII of the Business Combination Agreement have been waived or satisfied (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), or at such other date, time or place (including remotely) as HVII and ONE Nuclear may agree.

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Preliminary Transactions; Domestication

Subject to satisfaction or waiver of the closing conditions under the Business Combination Agreement (as described below), prior to the Closing on the Closing Date, the following events will occur in connection with HVII changing its jurisdiction of organization from the Cayman Islands to Delaware:

● each then issued and outstanding HVII Class B Ordinary Share will convert automatically, on a one-for-one basis, into one HVII Class A Ordinary Share (the “Sponsor Share Conversion”);

● immediately after the Sponsor Share Conversion, HVII will transfer by way of continuation and deregistration to and domesticate as a Delaware corporation (such continuation and domestication, the “Domestication”); and

● in connection with, and after giving effect to, the Domestication, (i) each then issued and outstanding Class A Ordinary Share will convert automatically, on a one-for-one basis, into one share of New ONE Nuclear Common Stock, (ii) each then issued and outstanding HVII Right will convert automatically into a right to acquire one-twelfth (1/12) of one share of New ONE Nuclear Common Stock at Closing (each a “Domesticated HVII Right”), and (iii) each then issued and outstanding unit of HVII will be cancelled, and one share of New ONE Nuclear Common Stock and one Domesticated HVII Right will be issued in respect thereof.

For more information regarding the Domestication, see the section of this proxy statement/prospectus entitled “The Domestication Proposal”.

Consideration; Conversion of Securities

Pursuant to the terms of the Business Combination Agreement, the aggregate consideration to be paid to the ONE Nuclear Members is $1.00 billion (the “Base Purchase Price”). The Base Purchase Price will be paid entirely in stock, comprised of newly issued shares of New ONE Nuclear Common Stock, at a price per share equal to the Redemption Price. In addition, the ONE Nuclear Members will be entitled to receive up to an aggregate of 13.0 million additional shares of New ONE Nuclear Common Stock in contingent consideration, subject to the achievement of certain share price milestones, as described below.

At the Effective Time, by virtue of the Merger and without any action on the part of HVII, Merger Sub, ONE Nuclear or any holder of securities of any of the foregoing:

(a)	each ONE Nuclear Unit that is owned by HVII, Merger Sub or ONE Nuclear (in treasury or otherwise) immediately prior to the Effective Time (each, an “Excluded Unit”) will be cancelled and will cease to exist and no consideration will be delivered in exchange therefor; and
(b)	each ONE Nuclear Unit that is issued and outstanding immediately prior to the Effective Time (other than Excluded Units) will be cancelled and converted into the right to receive:

(i)

a number of shares of New ONE Nuclear Common Stock (the “Per Unit Base Consideration”) equal to (x) the Base Purchase Price divided by (y) the Redemption Price and further divided by (z) the sum of the aggregate issued and outstanding ONE Nuclear Units, whether vested or unvested, and the aggregate number of ONE Nuclear Units issuable, exercisable, exchangeable or convertible into ONE Nuclear Units (on an as-converted basis) (the “ONE Nuclear Fully Diluted Capital”); and

(ii)

subject to the vesting conditions specified in Section 2.03 of the Business Combination Agreement, a number of shares of New ONE Nuclear Common Stock equal to the applicable number of Earnout Shares divided by the ONE Nuclear Fully Diluted Capital (the “Per Unit Earnout Consideration”);

provided that the Per Unit Base Consideration and the Per Unit Earnout Consideration received in respect of a ONE Nuclear Unit subject to vesting or forfeiture provisions will continue to have, and be subject to, the same vesting and forfeiture provisions applicable to such ONE Nuclear Unit immediately prior to the Effective Time.

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In addition, all of Merger Sub’s outstanding membership interests immediately prior to the Effective Time will automatically be cancelled and converted into validly issued, fully paid and non-assessable membership interests of ONE Nuclear, which membership interests will constitute the only outstanding membership interests in ONE Nuclear.

ONE Nuclear Earnout

During the Earnout Period, HVII will issue, in addition to the consideration issued at Closing, up to 13.0 million shares of New ONE Nuclear Common Stock to the ONE Nuclear Members as follows upon the satisfaction of the following milestones:

(a)	Upon the occurrence of the closing sale price of one share of New ONE Nuclear Common Stock as reported on Nasdaq (or the exchange on which the shares of New ONE Nuclear Common Stock are then listed) being greater than or equal to $12.50 per share for a period of at least twenty (20) days out of thirty (30) consecutive trading days ending on the trading day immediately prior to the date of determination, a one-time issuance of 4,333,334 shares of New ONE Nuclear Common Stock;
(b)	Upon the occurrence of the closing sale price of one share of New ONE Nuclear Common Stock as reported on Nasdaq (or the exchange on which the shares of New ONE Nuclear Common Stock are then listed) being greater than or equal to $15.00 per share for a period of at least twenty (20) days out of thirty (30) consecutive trading days ending on the trading day immediately prior to the date of determination, a one-time issuance of 4,333,333 shares of New ONE Nuclear Common Stock; and
(c)	Upon the occurrence of the closing sale price of one share of New ONE Nuclear Common Stock as reported on Nasdaq (or the exchange on which the shares of New ONE Nuclear Common Stock are then listed) being greater than or equal to $17.50 per share for a period of at least twenty (20) days out of thirty (30) consecutive trading days ending on the trading day immediately prior to the date of determination, a one-time issuance of 4,333,333 shares of New ONE Nuclear Common Stock.

If, during the Earnout Period, there is a Change of Control of New ONE Nuclear pursuant to which New ONE Nuclear or its stockholders have the right to receive consideration implying a value per share of New ONE Nuclear Common Stock after giving effect to the issuance of any shares of New ONE Nuclear Common Stock pursuant to the earnout provision described above:

(a)	less than $12.50, then no further shares of New ONE Nuclear Common Stock will be issuable under the earnout provisions described above;
(b)	greater than or equal to $12.50 but less than $15.00, then (A) immediately prior to such Change of Control, New ONE Nuclear will issue 4,333,334 shares of New ONE Nuclear Common Stock to the ONE Nuclear Members (less any Earnout Shares issued prior to such Change of Control) and (B) thereafter, no further Earnout Shares will be issuable;
(c)	greater than or equal to $15.00 but less than $17.50, then (A) immediately prior to such Change of Control, New ONE Nuclear will issue 8,666,667 shares of New ONE Nuclear Common Stock to the ONE Nuclear Members (less any Earnout Shares issued prior to such Change of Control) and (B) thereafter, no further Earnout Shares will be issuable; and
(d)	greater than or equal to $17.50, then (A) immediately prior to such Change of Control, New ONE Nuclear will issue 13,000,000 shares of New ONE Nuclear Common Stock to the ONE Nuclear Members (less any Earnout Shares issued prior to such Change of Control) and (B) thereafter, no further Earnout Shares will be issuable.

Closing and Conditions to the Closing

Mutual Conditions

The obligations of ONE Nuclear, HVII and Merger Sub to consummate the Transactions are subject to the satisfaction or written waiver (where legally permitted) at or prior to Closing of the following conditions:

(a) each of the HVII Shareholder Approval and the ONE Nuclear Member Approval will have been obtained;

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(b)	no Governmental Authority of competent jurisdiction will have enacted issued, promulgated, enforced or entered any law, rule, regulation or other judgement which has the effect of making the Merger illegal or otherwise prevents or prohibits consummation of the Merger;
(c)	the registration statement, of which this proxy statement/prospectus forms a part, will have been declared effective under the Securities Act and shall remain effective as of the Closing; no stop order suspending the effectiveness of such registration statement will be in effect; and no proceedings for purposes of suspending the effectiveness of such registration statement will have been initiated or be threatened in writing by the SEC and not withdrawn; and
(d)	the shares of New ONE Nuclear Common Stock will be conditionally approved for listing on the Nasdaq Stock Market as of the Closing, subject to any requirement to have a sufficient number of round lot holders of the New ONE Nuclear Common Stock.

Conditions of ONE Nuclear

The obligations of ONE Nuclear to consummate the Transactions are subject to the satisfaction or written waiver (where legally permitted) at or prior to Closing of the following additional conditions:

(a)	the representations and warranties of HVII and Merger Sub set forth in the first two sentences of paragraph (a) of Section 5.01 of the Business Combination Agreement (Organization and Standing), in the first sentence of paragraph (b) of Section 5.01 of the Business Combination Agreement (Organization and Standing), and in Section 5.02 (Authorization; Binding Agreement), Section 5.05 (Capitalization), and Section 5.15 (Finders and Brokers) of the Business Combination Agreement (collectively, the “HVII Specified Representations”) that are (i) qualified by materiality, “material” or “Purchaser Material Adverse Effect” or any similar limitation, shall be true and correct in all respects, and (ii) not qualified by materiality, “material” or “Purchaser Material Adverse Effect” or any similar limitation, shall be true and correct in all material respects, in the case of each of the foregoing clauses (i) and (ii), as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be so true and correct on and as of such earlier date). Each of the representations and warranties of HVII and Merger Sub set forth in Article V of the Business Combination Agreement other than the HVII Specified Representations shall be true and correct (without giving any effect to any limitation as to “materiality” or “Purchaser Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be so true and correct on and as of such earlier date), except, in any case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Purchaser Material Adverse Effect;
(b)	HVII and Merger Sub will have performed in all material respects all of their respective obligations and complied in all material respects with all of their respective agreements and covenants required by the Business Combination Agreement to be performed or complied with by them on or prior to the Closing Date;
(c)	no Purchaser Material Adverse Effect will have occurred after the date of the Business Combination Agreement that is continuing;
(d)	the Domestication will have been completed and a time-stamped copy of the certificate issued by the Secretary of State of the State of Delaware in relation thereto will have been delivered to ONE Nuclear;
(e)	HVII will have delivered to ONE Nuclear a customary officer’s certificate, dated as of the Closing Date, certifying as to the satisfaction of certain conditions;
(f)	HVII will have delivered to ONE Nuclear a certificate executed by HVII’s secretary or other executive officer, certifying as to, and attaching, (i) copies of HVII’s organizational documents as in effect as of the Closing Date (after giving effect to the Domestication) and (ii) the resolutions of the HVII Board authorizing and approving the execution, delivery and performance of the Business Combination Agreement, each ancillary agreement to which HVII is a party and the consummation of the Transactions.
(g)	HVII will have delivered a copy of the A&R Registration Rights Agreement, duly executed by HVII and the Sponsor; and
(h)	HVII will have delivered a copy of the Lock-up Agreement, duly executed by HVII and the Sponsor.

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Conditions of HVII and Merger Sub

The obligations of HVII and Merger Sub to consummate the Transactions are subject to the satisfaction or written waiver (where legally permitted) at or prior to Closing of the following additional conditions:

(a)	the representations and warranties of ONE Nuclear set forth in Section 4.01 (Organization and Standing), Section 4.02 (Authorization; Binding Agreement), Section 4.03 (Capitalization), and Section 4.27 (Finders and Brokers) of the Business Combination Agreement (collectively, the “Company Specified Representations”) that are (i) qualified by materiality, “material” or “Company Material Adverse Effect” or any similar limitation, shall be true and correct in all respects, and (ii) not qualified by materiality, “material” or “Company Material Adverse Effect” or any similar limitation, shall be true and correct in all material respects, in the case of each of the foregoing clauses (i) and (ii), as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be so true and correct on and as of such earlier date). Each of the representations and warranties of ONE Nuclear set forth in Article IV of the Business Combination Agreement other than the Company Specified Representations shall be true and correct (without giving any effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be so true and correct on and as of such earlier date), except, in any case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect;
(b)	ONE Nuclear will have performed in all material respects all of its obligations and complied in all material respects with all of the agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Closing Date;
(c)	no Company Material Adverse Effect will have occurred after the date of the Business Combination Agreement that is continuing;
(d)	ONE Nuclear will have delivered to HVII a customary officer’s certificate, dated as of the Closing Date, certifying as to the satisfaction of certain conditions;
(e)	ONE Nuclear will have delivered to HVII a certificate executed by ONE Nuclear’s secretary, certifying as to the validity and effectiveness of, and attaching, (i) copies of ONE Nuclear’s organizational documents as in effect as of the Closing Date (immediately prior to the Closing) and (ii) the requisite resolutions of the ONE Nuclear Board authorizing and approving the execution, delivery and performance of the Business Combination Agreement, each ancillary agreement to which ONE Nuclear is or is required to be a party and the consummation of the Transactions;
(f)	ONE Nuclear will have delivered a copy of the A&R Registration Rights Agreement, duly executed by each ONE Nuclear Member;
(g)	ONE Nuclear will have delivered a properly completed and duly executed IRS Form W-9 or W-8 of the applicable series from each ONE Nuclear Member, as necessary;
(h)	ONE Nuclear will have delivered a property completed and duly executed FIRPTA certificate; and
(i)	ONE Nuclear will have delivered a copy of the Lock-up Agreement, duly executed by each ONE Nuclear Member.

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Termination

Termination of the Business Combination Agreement

The Business Combination Agreement may be terminated, and the Transactions may be abandoned, at any time prior to the Closing as follows:

(a)	by mutual written consent of HVII and ONE Nuclear;
(b)	by ONE Nuclear if HVII breaches certain covenants relating to HVII Board’s recommendation that HVII Shareholders vote in favor of the proposals to be presented at the HVII Shareholders’ Meeting;
(c)	by HVII or ONE Nuclear if the HVII Shareholder Approval has not been obtained by reason of the failure to obtain the required vote at the HVII Shareholders’ Meeting; provided, however, that the Business Combination Agreement may not be terminated by HVII if HVII has materially breached certain of its obligations thereunder;
(d)	by HVII or ONE Nuclear if any of the conditions to the Closing have not been satisfied or waived by April 30, 2026 (the “Outside Date”); provided, however, that the Business Combination Agreement may not be terminated by a party that either directly or indirectly through its affiliates is in breach or violation of any of its representations, warranties, covenants or obligations contained in the Business Combination Agreement and such breach or violation is the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;
(e)	by HVII or ONE Nuclear if a Governmental Authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the Transactions, and such order or other action has become final and non-appealable; provided, however, that the Business Combination Agreement may not be terminated by a party whose failure to comply with any provision of the Business Combination Agreement is a substantial cause of, or substantially resulted in, such action by such Governmental Authority;
(f)	by ONE Nuclear if (i) there has been a breach by HVII of any of its representations, warranties, covenants or agreements contained in the Business Combination Agreement, or if any representation or warranty of HVII will have become untrue or inaccurate, in any case, such that the conditions described in Section 7.02(a) and 7.02(b) of the Business Combination Agreement would not be satisfied, and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided to HVII or (B) the Outside Date; provided, that ONE Nuclear will not have the right to terminate the Business Combination Agreement if at such time there is an uncured breach by ONE Nuclear of any of its representations, warranties, covenants or agreements contained in the Business Combination Agreement, or if any representation or warranty of ONE Nuclear will have become untrue or inaccurate, in any case, such that the conditions described in Section 7.03(a) and 7.03(b) of the Business Combination Agreement would not be satisfied;
(g)	by HVII if (i) there has been a breach by ONE Nuclear of any of its representations, warranties, covenants or agreements contained in the Business Combination Agreement, or if any representation or warranty of ONE Nuclear will have become untrue or inaccurate, in any case, such that the conditions described in Section 7.03(a) and 7.03(b) of the Business Combination Agreement would not be satisfied, and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided to ONE Nuclear or (B) the Outside Date; provided, that HVII will not have the right to terminate the Business Combination Agreement if at such time there is an uncured breach by HVII of any of its representations, warranties, covenants or agreements contained in the Business Combination Agreement, or if any representation or warranty of HVII will have become untrue or inaccurate, in any case, such that the conditions described in Section 7.02(a) and 7.02(b) of the Business Combination Agreement would not be satisfied;
(h)	by HVII if (i) all the conditions set forth in Section 7.01 and 7.02 of the Business Combination Agreement have been, and continue to be, satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, each of which will be capable of being satisfied if the Closing Date were the date of such termination), (ii) ONE Nuclear fails to consummate the Transactions on or prior to the day when the Closing is required to occur pursuant to the Business Combination Agreement, (iii) HVII will have irrevocably confirmed in writing to ONE Nuclear that it is ready, willing and able to consummate the Closing and (iv) ONE Nuclear fails to effect the Closing within five (5) Business Days following delivery of such confirmation;

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(i)

by ONE Nuclear if (i) all the conditions set forth in Section 7.01 and 7.03 of the Business Combination Agreement have been, and continue to be, satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, each of which shall be capable of being satisfied if the Closing Date were the date of such termination), (ii) HVII fails to consummate the Transactions on or prior to the day when the Closing is required to occur pursuant to the Business Combination Agreement, (iii) ONE Nuclear will have irrevocably confirmed in writing to HVII that it is ready, willing and able to consummate the Closing and (iv) HVII fails to effect the Closing within five (5) Business Days following delivery of such confirmation; or

(j)

by HVII if (i) ONE Nuclear fails to deliver the PCAOB Financial Statements to HVII on or before December 31, 2025 or (ii) ONE Nuclear fails to obtain and deliver to HVII the Company Member Consent within five (5) Business Days after this proxy statement/prospectus is declared effective under the Securities Act.

Effect of Termination

If the Business Combination Agreement is terminated, the Business Combination Agreement will become void, and there will no liability on the part of any party thereto or any of their respective representatives, and all rights and obligations of each party will cease, except as set forth in the Business Combination Agreement or in the case of a willful and material breach of the Business Combination Agreement or any claim of fraud thereunder.

Material Tax Consequences

For a detailed discussion of certain U.S. federal income tax consequences and Cayman Islands tax consequences of the Business Combination, see the section of this proxy statement/prospectus entitled “Material Tax Considerations for Holders of HVII Securities.”

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although HVII will acquire all of the outstanding equity interests of ONE Nuclear in the Business Combination, HVII will be treated as the “acquired” company and ONE Nuclear will be treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of ONE Nuclear issuing stock for the net assets of HVII, accompanied by a recapitalization. The net assets of HVII will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of ONE Nuclear.

ONE Nuclear has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under both the No Redemption Scenario and the Maximum Redemptions Scenario:

● The equity holders of ONE Nuclear will have the greatest voting interest in the New ONE Nuclear;

● The equity holders of ONE Nuclear will have the ability to control decisions regarding election and removal of directors and officers of the New ONE Nuclear;

● ONE Nuclear will comprise the ongoing operations of the New ONE Nuclear; and

● ONE Nuclear’s existing senior management will be the senior management of the New ONE Nuclear.

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Appraisal Rights

The Cayman Islands Companies Act prescribes when shareholder appraisal rights are available and sets limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out herein, and the HVII Board has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares. Shareholders of HVII Ordinary Shares will have appraisal rights under the Cayman Islands Companies Act.

Section 238. (1) of the Cayman Islands Companies Act provides that a member of a constituent company incorporated thereunder shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.

Section 239. (1) of the Cayman Islands Companies Act provides that no rights under section 238 of the Cayman Islands Companies Act shall be available in respect of the shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5) of the Cayman Islands Companies Act, provided that such section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 of the Cayman Islands Companies Act to accept for such shares anything except: (a) shares of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognized interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c).

Shareholders of HVII Ordinary Shares who are considering exercising dissenter’s rights are advised to consult appropriate legal counsel.

Other Agreements Related to the Business Combination Agreement

Member Support Agreement

In connection with the execution of the Business Combination Agreement, certain of the ONE Nuclear Members, HVII and ONE Nuclear entered into the Member Support Agreement, pursuant to which, among other things, and subject to the terms and conditions set forth therein, the ONE Nuclear Members parties thereto agreed (a) to attend and vote at any meeting of the ONE Nuclear Members (including any postponement or adjournment thereof) and execute and deliver written consent or approval in any action by written consent or approval of the ONE Nuclear Members requested by ONE Nuclear, all of the ONE Nuclear Units held by the ONE Nuclear Members parties thereto (i) in favor of the approval and adoption of the Business Combination Agreement, the Merger and the other Transactions, and (ii) against any action, agreement or transaction or proposal that would reasonably be expected to prevent, impede, interfere with, delay, postpone or adversely affect the Merger or the other Transactions in any material respect and (b) not to transfer or redeem any ONE Nuclear Units held by them prior to Closing, subject to certain exceptions.

For more information regarding the Member Support Agreement, see the section of this proxy statement/prospectus entitled “Other Agreements Related to the Business Combination Agreement — Member Support Agreement.”

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Sponsor Support Agreement

In connection with the execution of the Business Combination Agreement, the Sponsor and HVII’s directors and officers executed the Sponsor Support Agreement, pursuant to which, among other things, and subject to the terms and conditions set forth therein, the Sponsor and the other HVII Shareholders parties thereto agreed (a) to vote all of the HVII Ordinary Shares that they hold in favor of the Business Combination Agreement, the Transactions and any related actions, and against any other transactions or proposals intended, or that would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions in any material respect and (b) not to transfer or redeem any of the HVII Ordinary Shares or HVII Units held by them prior to Closing, subject to certain exceptions.

For more information regarding the Sponsor Support Agreement, see the section of this proxy statement/prospectus entitled “Other Agreements Related to the Business Combination Agreement — Sponsor Support Agreement.”

Lock-Up Agreements

In connection with the Closing, each of certain of the HVII Shareholders (including the Sponsor) (which group in the aggregate holds 6,833,333 HVII Ordinary Shares, or 26.3% of the outstanding HVII Ordinary Shares prior to Closing) and the ONE Nuclear Members enter into a Lock-Up Agreement with HVII limiting their ability to transfer any securities issued upon conversion of the HVII Founder Shares and the shares of New ONE Nuclear Common Stock issued to the ONE Nuclear Members in the Merger (all such securities, together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted, the “Restricted Securities”). In particular, such stockholders of New ONE Nuclear will agree, subject to customary exceptions, not to (a) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities and (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities.

For more information regarding the Lock-Up Agreements, see the section of this proxy statement/prospectus entitled “Other Agreements Related to the Business Combination Agreement — Lock-Up Agreements.”

Amended and Restated Registration Rights Agreement

In connection with the Closing, the Holders (as defined in the A&R Registration Rights Agreement) will enter into the A&R Registration Rights Agreement at Closing, pursuant to which New ONE Nuclear will agree that, within 30 days after the Closing, New ONE Nuclear will file with the SEC (at its sole cost and expense) a registration statement registering the resale or other disposition of the Registrable Securities (as defined in the A&R Registration Rights Agreement), and New ONE Nuclear will use its reasonable best efforts to cause such registration statement to be declared effective by the SEC as soon as reasonably practicable after the initial filing of such registration statement. In certain circumstances, the Holders can demand registration or an underwritten offering, and will be entitled to certain customary registration rights, for all or part of their Registerable Securities, in each case subject to certain limitations set forth in the A&R Registration Rights Agreement; provided, that New ONE Nuclear is not obligated to effect more than an aggregate of three (3) demand registrations and three (3) underwritten offerings. All of the Holders will be granted unlimited “piggyback” registration rights, subject to certain requirements and customary conditions.

For more information regarding the A&R Registration Rights Agreement, see the section of this proxy statement/prospectus entitled “Other Agreements Related to the Business Combination Agreement —A&R Registration Rights Agreement.”

Board of New ONE Nuclear following the Business Combination

Pursuant to the Business Combination Agreement: immediately following the Effective Time, the board of directors of New ONE Nuclear will consist of (i) two (2) directors qualifying as independent directors who are designated by HVII prior to the Closing with the reasonable consent of ONE Nuclear and (ii) five (5) directors designated by ONE Nuclear prior to the Closing. The board of directors of New ONE Nuclear as of immediately following the Effective Time will comply with Nasdaq rules and will be divided into three (3) classes of directors with staggered terms. The management team of New ONE Nuclear as of immediately following the Effective Time will consist solely of ONE Nuclear’s current management team. See the section of this proxy statement/prospectus entitled “Management of New ONE Nuclear After the Business Combination” for additional information.

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Pro Forma Ownership of New ONE Nuclear

Upon consummation of the Business Combination, the post-Closing share ownership of the New ONE Nuclear under (1) the No Redemption Scenario, (2) the 25% Redemptions Scenario, (3) the 50% Redemptions Scenario, (4) the 75% Redemptions Scenario and (5) the Maximum Redemptions Scenario, excluding the dilutive effect of Earnout Shares and the ONE Nuclear Equity Incentive Plan would be as follows:

	Voting Interests in the New ONE Nuclear
	No Redemption(1)					25% Redemptions(2)					50% Redemptions(3)					75% Redemptions(4)					Maximum  Redemptions(5)
	Shares		%			Shares		%			Shares		%			Shares		%			Shares		%
HVII Public Shareholders(6)		20,583,333		16.5	%		15,833,333		13.2	%		11,083,333		9.6	%		6,333,333		5.7	%		1,583,333		1.5	%
Initial Shareholders(7)		7,080,833		5.7	%		7,080,833		5.9	%		7,080,833		6.1	%		7,080,833		6.4	%		7,080,833		6.7	%
ONE Nuclear Equity Holders(8)		97,370,983		77.8	%		97,370,983		80.9	%		97,370,983		84.3	%		97,370,983		87.9	%		97,370,983		91.8	%
Total		125,035,149		100.0	%		120,285,149		100.0	%		115,535,149		100.0	%		110,785,149		100.0	%		106,035,149		100.0	%

(1)	Assumes that no Public Shareholders exercise redemption rights with respect to their HVII Class A Ordinary Shares for a pro rata share of the funds in the Trust Account.
(2)	Assumes that 25% of maximum redeemable shares, or 4,750,000 HVII Public Shares, will be redeemed by Public Shareholders for an aggregate payment of approximately $48.8 million based on a redemption price of approximately $10.27 per share.
(3)	Assumes that 50% of maximum redeemable shares, or 9,500,000 HVII Public Shares, will be redeemed by Public Shareholders for an aggregate payment of approximately $97.6 million based on a redemption price of approximately $10.27 per share.
(4)	Assumes that 75% of maximum redeemable shares, or 14,250,000 HVII Public Shares, will be redeemed by Public Shareholders for an aggregate payment of approximately $146.4 million based on a redemption price of approximately $10.27 per share.
(5)	The maximum redemptions scenario assumes that 19,000,000 HVII Public Shares are redeemed for aggregate redemption payments of $195.2 million, assuming a $10.27 per share redemption price.
(6)	Includes 1,583,333 shares of New ONE Nuclear Common Stock issuable upon the conversion of the outstanding HVII Public Rights.
(7)	Includes 690,000 shares of New ONE Nuclear Common Stock issuable in respect of the outstanding 690,000 HVII Class A Ordinary Shares issued in a private placement and 57,500 shares of New ONE Nuclear Common Stock issuable upon the conversion of the outstanding HVII Rights issued in a private placement.
(8)	Figures presented on a non-diluted basis to exclude the dilutive effect of Earnout Shares.

The following table illustrates varying ownership levels of the New ONE Nuclear immediately following the Business Combination on a fully diluted basis,⁽¹⁾ excluding the shares issuable under the ONE Nuclear Equity Incentive Plan:

	Voting Interests in the New ONE Nuclear
	No Redemption					25% Redemptions					50% Redemptions					75% Redemptions					Maximum  Redemptions
	Shares		%			Shares		%			Shares		%			Shares		%			Shares		%
HVII Public Shareholders		20,583,333		14.9	%		15,833,333		11.9	%		11,083,333		8.6	%		6,333,333		5.1	%		1,583,333		1.3	%
Initial Shareholders		7,080,833		5.1	%		7,080,833		5.3	%		7,080,833		5.5	%		7,080,833		5.7	%		7,080,833		5.9	%
ONE Nuclear Equity Holders		110,370,983		80.0	%		110,370,983		82.8	%		110,370,983		85.9	%		110,370,983		89.2	%		110,370,983		92.8	%
Total		138,035,149		100.0	%		133,285,149		100.0	%		128,535,149		100.0	%		123,785,149		100.0	%		119,035,149		100.0	%

(1) This table makes the same assumptions as in the preceding ownership table, except that this table assumes the issuance of the maximum amount of 13,000,000 Earnout Shares. During the two-year period beginning on the first anniversary of the Closing Date and ending on the third anniversary of the Closing Date, HVII may issue up to 13,000,000 additional shares of New ONE Nuclear Common Stock as contingent Earnout Shares consideration to the equity holders of ONE Nuclear, subject to the achievement of certain share price milestones.

In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions will increase the dilutive effect of these issuances on non-redeeming holders of the HVII Public Shares.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Frequently Used Terms” and, with respect to the determination of the “Maximum Redemptions,” the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Sources and Uses of Funds for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination under each of the No Redemption Scenario, 25% Redemption Scenario, 50% Redemption Scenario, 75% Redemption Scenario, and Maximum Redemption Scenario:

No Redemption Scenario

Sources(1)

	(in $ million)
Proceeds from the Trust Account(2)		196.4
ONE Nuclear Members – Equity Rollover(3)		967.5
Total Sources		1,163.9

Uses(1)

	(in $ million)
Cash to Balance Sheet(4)		150.5
ONE Nuclear Members – Equity Rollover(3)		967.5
Estimated Fees & Expenses Paid at Closing(5)		45.9
Total Uses		1,163.9

(1)	Totals may be affected by rounding.
(2)	Balance as of November 30, 2025
(3)	Dollar amount represents the number of shares ONE Nuclear Members will receive at Closing valued at an assumed Redemption Price of $10.34 (based on amount in the Trust Account as of November 30, 2025, net of accrued taxes). This amount is not impacted by the number of redemptions.
(4)	Reflects Total Sources less Estimated Fees & Expenses and ONE Nuclear Members Equity Rollover.
(5)	Reflects the repayment of estimated legal, audit, consulting and other transaction-related expenses on behalf of HVII and ONE Nuclear (including the Deferred Underwriting Commissions); of the estimated $45.9 million aggregate fees and expenses, assumes $45.9 million will be paid at Closing.

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25% Redemption Scenario

Sources(1)

	(in $ million)
Proceeds from the Trust Account(2)		147.3
ONE Nuclear Members – Equity Rollover(3)		967.5
Total Sources		1,114.8

Uses(1)

	(in $ million)
Cash to Balance Sheet(4)		104.3
ONE Nuclear Members – Equity Rollover(3)		967.5
Estimated Fees & Expenses Paid at Closing(5)		43.0
Total Uses		1,114.8

(1)	Totals may be affected by rounding.
(2)	Balance as of November 30, 2025 and less the assumed redemption payment under the 25% redemption scenario.
(3)	Dollar amount represents the number of shares ONE Nuclear Members will receive at Closing valued at an assumed Redemption Price of $10.34 (based on amount in the Trust Account as of November 30, 2025, net of accrued taxes). This amount is not impacted by the number of redemptions.
(4)	Reflects Total Sources less Estimated Fees & Expenses and ONE Nuclear Members Equity Rollover.
(5)	Reflects the repayment of estimated legal, audit, consulting and other transaction-related expenses on behalf of HVII and ONE Nuclear (including the Deferred Underwriting Commissions); of the estimated $43.0 million aggregate fees and expenses, assumes $43.0 million will be paid at Closing.

50% Redemption Scenario

Sources(1)

	(in $ million)
Proceeds from the Trust Account(2)		98.2
ONE Nuclear Members – Equity Rollover(3)		967.5
Total Sources		1,065.7

Uses(1)

	(in $ million)
Cash to Balance Sheet(4)		58.0
ONE Nuclear Members – Equity Rollover(3)		967.5
Estimated Fees & Expenses Paid at Closing(5)		40.2
Total Uses		1,065.7

(1)	Totals may be affected by rounding.
(2)	Balance as of November 30, 2025 and less the assumed redemption payment under the 50% redemption scenario.
(3)	Dollar amount represents the number of shares ONE Nuclear Members will receive at Closing valued at an assumed Redemption Price of $10.34 (based on amount in the Trust Account as of November 30, 2025, net of accrued taxes). This amount is not impacted by the number of redemptions.
(4)	Reflects Total Sources less Estimated Fees & Expenses and ONE Nuclear Members Equity Rollover.
(5)	Reflects the repayment of estimated legal, audit, consulting and other transaction-related expenses on behalf of HVII and ONE Nuclear (including the Deferred Underwriting Commissions); of the estimated $40.2 million aggregate fees and expenses, assumes $40.2 million will be paid at Closing.

75% Redemption Scenario

Sources(1)

	(in $ million)
Proceeds from the Trust Account(2)		49.1
ONE Nuclear Members – Equity Rollover(3)		967.5
Total Sources		1,016.6

Uses(1)

	(in $ million)
Cash to Balance Sheet(4)		11.3
ONE Nuclear Members – Equity Rollover(3)		967.5
Estimated Fees & Expenses Paid at Closing(5)		37.8
Total Uses		1,016.6

(1)	Totals may be affected by rounding.
(2)	Balance as of November 30, 2025 and less the assumed redemption payment under the 75% redemption scenario.
(3)	Dollar amount represents the number of shares ONE Nuclear Members will receive at Closing valued at an assumed Redemption Price of $10.34 (based on amount in the Trust Account as of November 30, 2025, net of accrued taxes). This amount is not impacted by the number of redemptions.
(4)	Reflects Total Sources less Estimated Fees & Expenses and ONE Nuclear Members Equity Rollover.
(5)	Reflects the repayment of estimated legal, audit, consulting and other transaction-related expenses on behalf of HVII and ONE Nuclear (including the Deferred Underwriting Commissions); of the estimated $37.8 million aggregate fees and expenses, assumes $37.8 million will be paid at Closing.

Maximum Redemption Scenario

Sources(1)

	(in $ million)
Proceeds from the Trust Account(2)		-
ONE Nuclear Members – Equity Rollover(3)		967.5
Total Sources		967.5

Uses(1)

	(in $ million)
Cash to Balance Sheet		-
ONE Nuclear Members – Equity Rollover(3)		967.5
Estimated Fees & Expenses Paid at Closing(5)
Total Uses		967.5

(1)	Totals may be affected by rounding.
(2)	Balance as of November 30, 2025 and less the assumed redemption payment under the maximum redemption scenario.
(3)	Reflects Total Uses less Proceeds from the Trust Account and ONE Nuclear Equity Rollover, assuming all Company Transaction Expenses are paid at closing.
(4)	Dollar amount represents the number of shares ONE Nuclear Members will receive at Closing valued at an assumed Redemption Price of $10.34 (based on amount in the Trust Account as of November 30, 2025, net of accrued taxes). This amount is not impacted by the number of redemptions.
(5)	Reflects the repayment of estimated legal, audit, consulting and other transaction-related expenses on behalf of HVII and ONE Nuclear; of the estimated $35.0 million aggregate fees and expenses, assumes $0 will be paid at Closing.

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Proposals for HVII Shareholder Approval

Proposal No. 1 — The “Business Combination Proposal” — to consider and vote upon a proposal to approve, by ordinary resolution, the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, pursuant to which, among other things, at the Closing and following the Domestication, Merger Sub will merge with and into ONE Nuclear, with ONE Nuclear being the surviving company of the Merger and ultimately continuing as a direct wholly-owned subsidiary of HVII (HVII as of and following the Merger, “New ONE Nuclear”), and the transaction contemplated thereby.

Proposal No. 2 — The “Domestication Proposal” — to consider and vote upon a proposal to approve, by special resolution, of holders of HVII Class B Ordinary Shares, a change in the corporate structure and domicile of HVII, which will be accomplished by continuation of HVII from an exempted company with limited liability incorporated in accordance with the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware. The Domestication will be effected prior to the Closing on the date of the Closing by HVII filing a certificate of corporate domestication and the New ONE Nuclear Charter with the Delaware Secretary of State and filing an application to de-register with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Domestication, HVII will become a Delaware corporation and in connection with the Business Combination all outstanding securities of HVII will convert into corresponding securities of common stock of New ONE Nuclear.

Proposal No. 3 — The “Stock Issuance Proposal” — to consider and vote upon a proposal to approve, by ordinary resolution, for purposes of complying with the applicable listing rules of Nasdaq, the issuance or potential issuance of more than 20% of the issued and outstanding shares of New ONE Nuclear Common Stock to the ONE Nuclear Members as of immediately prior to the Effective Time

Proposal No. 4 — The “Organizational Documents Proposal” — to consider and vote upon a proposal to approve, by special resolution, and adopt the New ONE Nuclear Charter and the New ONE Nuclear Bylaws to be in effect following the Domestication. The form of each of the New ONE Nuclear Charter and the New ONE Nuclear Bylaws is attached to the accompanying proxy statement/prospectus as Annex B and Annex C, respectively.

Proposal No. 5A through 5F — The “Advisory Organizational Documents Proposals” — to consider and vote upon six separate governance proposals to approve, in each case by way of special resolution and on a non-binding and advisory basis only, certain material changes between the HVII Charter and the New ONE Nuclear Charter and New ONE Nuclear Bylaws, which are being presented in accordance with SEC guidance and to give HVII shareholders the opportunity to present their separate views on important corporate governance procedures:

● Proposal No. 5A—Changes to Authorized Share Capital;

● Proposal No. 5B—Required Vote to Amend Charter;

● Proposal No. 5C—Director Removal;

● Proposal No. 5D—Exclusive Forum Provision;

● Proposal No. 5E—Shareholder Action by Written Consent; and

● Proposal No. 5F—Removal of Blank Check Company Provisions.

Proposal No. 6 — The “Incentive Plan Proposal” — to consider and vote upon a proposal, by way of ordinary resolution, to approve and adopt the ONE Nuclear Equity Incentive Plan and any form award agreements thereunder. The form of the ONE Nuclear Equity Incentive Plan is attached to this proxy statement/prospectus as Annex F.

Proposal No. 7 — The “Director Election Proposal” — to consider and vote upon a proposal to elect, by ordinary resolution, seven (7) directors, effective as of the Closing, to serve staggered terms on the New ONE Nuclear Board until the date of the first, second and third annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified, subject to such director’s earlier death, disqualification, resignation, or removal.

Proposal No. 8 — The “Adjournment Proposal” — to consider and vote upon a proposal to approve, by ordinary resolution, the adjournment of the HVII Shareholders’ Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated votes at the time of the HVII Shareholders’ Meeting, there are not sufficient votes to approve one or more proposals presented at the HVII Shareholders’ Meeting to HVII Shareholders for vote, (ii) in order to seek withdrawals from HVII Shareholders who have exercised their Redemption Right, or (iii) as otherwise determined by the Chairman of the HVII Shareholders’ Meeting, in his sole discretion, to facilitate the Domestication, the Merger or any other transaction contemplated by the Business Combination Agreement or the related agreements.

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Date, Time and Place of Special Meeting

The HVII Shareholders’ Meeting will be held on [       ], 2026, at [       ] a.m., Eastern time, conducted via live webcast at the following address: [       ]. You will need the control number that is printed on your proxy card to enter the HVII Shareholders’ Meeting. HVII recommends that you log in at least 15 minutes before the HVII Shareholders’ Meeting to ensure you are logged in when the meeting starts. Please note that you will not be able to attend the HVII Shareholders’ Meeting in person.

Record Date and Voting

HVII has fixed the close of business on [___], 2026 as the Record Date for determining the HVII Shareholders entitled to notice of and to attend and vote at the HVII Shareholders’ Meeting, and any adjournments or postponements. HVII’s issued and outstanding HVII Rights do not have voting rights at the HVII Shareholders’ Meeting. As of the close of business on the Record Date, there were [___] HVII Ordinary Shares issued and outstanding and entitled to vote. Each HVII Ordinary Share is entitled to one vote per share.

The Sponsor and HVII’s officers and directors have agreed to vote any HVII Class A Ordinary Shares and HVII Class B Ordinary Shares owned by them in favor of the Business Combination and the Proposals. Currently, the Sponsor and HVII’s officers and directors own approximately 26.26% of the issued and outstanding HVII Ordinary Shares, including all of the HVII Class B Ordinary Shares.

As of the record date, the Sponsor and HVII’s officers and directors beneficially own an aggregate of approximately 6,833,333 HVII Ordinary Shares. As a result, in addition to the Initial Shareholders’ Founder Shares and HVII Class A Ordinary Shares, HVII would need (i) 6,178,334, or 32.52%, of the 19,000,000 HVII Public Shares sold in the IPO to be voted in favor of the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the Director Election Proposal and (ii) 10,515,556, or 55.3%, of the 19,000,000 HVII Public Shares sold in the IPO to be voted in favor of the Organizational Documents Proposal in order to have the Business Combination approved, assuming all outstanding shares are voted and the parties to the Letter Agreement do not acquire any HVII Public Shares. Assuming that only the holders of one-half of its issued and outstanding HVII Ordinary Shares, representing a quorum under the HVII Charter, vote their HVII Ordinary Shares at the HVII Shareholders’ Meeting, and also assuming that the parties to the Letter Agreement do not acquire any HVII Public Shares, in addition to the Initial Shareholders’ Founder Shares and HVII Class A Ordinary Shares (i) HVII would not need any HVII Public Shares to be voted in favor of the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the Director Election Proposal in order to approve the Business Combination but (ii) HVII would need 1,841,112, or 9.7%, of the 19,000,000 HVII Public Shares sold in the IPO to be voted in favor of the Organizational Documents Proposal in order to have the Business Combination approved.

Solicitation of Proxies and Revoking your Proxy

If you give a proxy, you may revoke it at any time before the HVII Shareholders’ Meeting or at such meeting by doing any one of the following:

● you may send another proxy card with a later date;

● you may notify Nicholas Geeza, HVII’s Executive Vice President, Chief Financial Officer and Secretary, by telephone at (847) 447-8504, by email at ngeeza@hennessycapitalgroup.com or in writing to c/o Hennessy Capital Investment Corp. VI, PO Box 1036, 195 US HWY 50, Suite 207, Zephyr Cove, Nevada 89448 before the HVII Shareholders’ Meeting that you have revoked your proxy;

● you may revoke your proxy and vote over the internet prior to the HVII Shareholders’ Meeting, as indicated above; or

● you may attend the HVII Shareholders’ Meeting, revoke your proxy, and vote in person online, as indicated above.

However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Quorum and Vote Required for the HVII Proposals

A quorum of HVII Shareholders is necessary to hold a valid meeting. The holders of at least a majority of the issued and outstanding HVII Ordinary Shares, present in person online or by proxy will constitute a quorum.

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If a HVII Shareholder fails to return a proxy card or fails to instruct a broker or other nominee how to vote and does not attend the HVII Shareholders’ Meeting, then the HVII Shareholder’s shares will not be counted for purposes of determining whether a quorum is present at the HVII Shareholders’ Meeting. If a valid quorum is established, any such failure to vote or to provide voting instructions will result in the relevant shares not being counted in connection with the vote on any Proposal.

Abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established but will not be counted in connection with the vote on any Proposal. As of the record date for the meeting, 13,011,667 HVII Ordinary Shares would be required to achieve a quorum.

Recommendation to HVII Shareholders

The HVII Board believes that the Business Combination Proposal and the other Proposals described in this proxy statement/prospectus to be presented at the HVII Shareholders’ Meeting are in the best interest of HVII and recommends that HVII’s shareholders vote “FOR” each of the Proposals described in this proxy statement/prospectus.

When you consider the recommendation of the HVII Board in favor of approval of the Business Combination Proposal and the other Proposals, you should keep in mind that HVII’s directors and officers have interests in the Business Combination that are different from or in addition to (or which may conflict with) your interests as an HVII Shareholder. Please see the section of this proxy statement/prospectus entitled “The Business Combination — Interests of HVII’s Directors and Officers in the Business Combination.”

Reasons for the Approval of the Business Combination

After careful consideration, the HVII Board recommends that HVII Shareholders vote “FOR” each proposal being submitted to a vote of the HVII Shareholders at the HVII Shareholders’ Meeting. The HVII Board considered a number of positive factors including, but not limited to, (i) ONE Nuclear’s dual natural gas and nuclear power generation development strategy, (ii) ONE Nuclear’s commercial relationships, (iii) ONE Nuclear’s differentiated platform with strong pipeline of operational sites, including access to first two priority development sites, (iv) ONE Nuclear’s multi-technology nuclear strategy, (v) ONE Nuclear will benefit substantially from being a public company, (vi) ONE Nuclear’s experienced and committed management team, (vii) growth in electricity consumption and demand, (viii) growing global Support for nuclear, including small modular reactors’ potential to play a large role, (ix) bipartisan political support for nuclear energy sources, (x) attractive market valuation compared to publicly-traded industry peers, (xi) the ONE Nuclear equityholders and Initial Shareholders will be restricted from transferring their shares of New ONE Nuclear Common Stock, (xii) pro forma ownership and (xiii) the terms and conditions of the Business Combination Agreement. The HVII Board also gave consideration to a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, (i) macroeconomic, (ii) regulatory risks, (iii) nuclear risks, (iv) demand risks, (v) no operating history, (vi) commercial contracts risks, (vii) financing risks, (viii) New ONE Nuclear’s public company readiness, (ix) environmental risks, (x) SMR technology risks, (xi) site selection risks, (xii) personnel risks, (xiii) uncertainty of benefits, (xiv) redemption risks, (xv) liquidation of HVII, (xvi) diversion of management attention during the period prior to Closing, (xvii) HVII Shareholder vote, (xviii) non-survival of the representations, warranties or covenants, (xix) satisfaction of the conditions to the Closing, (xx) litigation, (xxi) stock exchange listing risks, (xxii) HVII Shareholders holding a minority ownership in New ONE Nuclear, and (xxiii) significant fees and expenses associated with completing the Business Combination. For a more detailed description of HVII’s reasons for the approval of the Business Combination and the recommendation of the HVII Board, see the section of this proxy statement/prospectus entitled “The Business Combination — HVII’s Board of Directors’ Reasons for the Approval of the Business Combination.”

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Interests of HVII’s Directors and Officers in the Business Combination

When considering the HVII Board’s recommendation that HVII Public Shareholders vote in favor of the approval of the Business Combination Proposal, HVII Public Shareholders should be aware that the Sponsor and HVII’s executive officers, and directors have interests in the Business Combination that may be different from or in addition to (and which may conflict with) the interests of HVII Public Shareholders. These interests include:

● the beneficial ownership of the Sponsor and certain members of the HVII Board and officers of an aggregate of (a) 6,333,333 HVII Class B Ordinary Shares, which were acquired for an aggregate purchase price of approximately $25,000 prior to the IPO, which shares would likely be worthless if HVII is unable to effectuate an initial business combination by the end of the Completion Window and HVII is therefore required to liquidate, as HVII Class B Ordinary Shares are not entitled to participate in any redemption or liquidation of the Trust Account and (b) 500,000 HVII Private Placement Units, consisting of 500,000 HVII Class A Ordinary Shares and 500,000 HVII Rights, which were acquired for an aggregate purchase price of approximately $5 million simultaneously with the consummation of the IPO, which underlying HVII Rights would become worthless if HVII does not complete an initial business combination within the Completion Window. Such HVII Class B Ordinary Shares and Private Placement Units have an aggregate market value of approximately $[       ] million and $[       ] million, respectively, based on the closing price of HVII Class A Ordinary Shares of $[       ] and HVII Rights of $[       ] on Nasdaq on [       ], 2026, the record date for the HVII Shareholders’ Meeting;

● Daniel J. Hennessy, the Chairman and Chief Executive Officer of HVII, and Thomas D. Hennessy, the President and Chief Operating Officer of HVII, are each managing members of the Sponsor, and both are the ultimate beneficial owner with voting and investment discretion with respect to the HVII Ordinary Shares held by the Sponsor;

● the continued indemnification of current directors and officers of HVII and the continuation of directors’ and officers’ liability insurance after the Business Combination;

● the fact that the Sponsor and HVII’s officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on HVII’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. As of December 15, 2025, the current directors or officers of HVII had not incurred any expenses which they expect to be reimbursed at the Closing;

● the fact that at the Closing, ONE Nuclear, ONE Nuclear Members, the Sponsor, and certain of HVII’s current and former directors and officers will enter into the A&R Registration Rights Agreement and Lock-Up Agreement, which, among other things, provide customary registration rights, including piggy-back rights, subject to cooperation and cut-back provisions with respect to the New ONE Nuclear Common Stock held by such parties following the consummation of the Business Combination and will amend the existing transfer restrictions under the Letter Agreement;

● the fact that the Sponsor, an affiliate of the Sponsor, or HVII’s officers and directors may, but are not obligated to, provide working capital loans to HVII. If HVII completes an initial business combination, HVII would repay the working capital loans. In the event that an initial business combination does not close, HVII may use a portion of the working capital held outside the Trust Account to repay the working capital loans but no proceeds from the Trust Account would be used to repay the working capital loans. Up to $2,500,000 of such working capital loans may be convertible into private placement units of New ONE Nuclear at a price of $10.00 per Unit at the option of the lender. As of September 30, 2025, no such working capital loans were outstanding;

● the fact that Nicholas Geeza, HVII’s chief financial officer, is entitled to an aggregate of $10,000 per month for services rendered to HVII;

● the fact that HVII has agreed to pay consulting and advisory fees of $11,000 per month, with a discretionary annual bonus of up to $25,000, to an affiliate of the Sponsor for services related to the execution and consummation of HVII’s initial business combination, which payments commenced in September 2025;

● the fact that the Sponsor is entitled to $25,000 per month to an affiliate of the Sponsor for office space, utilities and secretarial and administrative support, which amount was an aggregate of $15,000 per month prior to September 1, 2025; and

● the fact that the Sponsor and HVII’s officers and directors will lose their entire investment in HVII if an initial business combination is not completed within the Completion Window.

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Interests of ONE Nuclear’s Members and Officers in the Business Combination

ONE Nuclear does not believe that any of its directors or officers have any actual or potential material conflicts of interest with unaffiliated security holders of HVII with respect to the Business Combination, including whether to proceed with the Business Combination, or the approval of the Condition Precedent Proposals.

Compensation Received by the Sponsor, its Affiliates and HVII Directors and Executive Officers

Set forth below is a summary of the terms and amount of the compensation received or to be received by the Sponsor and its current and former affiliates in connection with the Business Combination or any related financing transaction, the amount of securities issued or to be issued by HVII to the Sponsor and its affiliates and the price paid or to be paid for such securities or any related financing transaction.

	Amount of Compensation to be Received or Securities Issued or to be Issued	Consideration Paid or to be Paid
Sponsor	5,203,333 shares of New ONE Nuclear Common Stock upon conversion of the HVII Class B Ordinary Shares held by the Sponsor	$25,000
	541,666 shares of New ONE Nuclear Common Stock upon conversion of the HVII Class A Ordinary Shares and HVII Rights underlying the Private Placement Units held by the Sponsor	$5,000,000
	$25,000 per month to an affiliate of the Sponsor for office space, utilities and secretarial and administrative support, which amount was an aggregate of $15,000 per month prior to September 1, 2025	Office space, utilities and secretarial and administrative support
	Up to $2.5 million in working capital loans, which loans may be convertible into private placement units of the post-business combination entity at a price of $10.00 per private placement unit at the option of the lender	Repayment of working capital loans to finance transaction costs in connection with an initial business combination
	Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination	Services in connection with identifying, investigating and completing an initial business combination
Nicholas Geeza	$10,000 per month	Services as Chief Financial Officer

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Redemption Rights

Pursuant to the HVII Charter, any holders of HVII Class A Ordinary Shares may demand that such HVII Public Shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including any amounts representing interest earned on the Trust Account (net permitted withdrawals), less taxes payable, provided that such HVII Public Shareholders follow the specific procedures for redemption set forth in this proxy statement/prospectus relating to the HVII Shareholder vote on the Business Combination. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of the IPO as of two business days prior to the consummation of the Business Combination, net of any taxes payable, upon the consummation of the Business Combination. For illustrative purposes, based on funds in the Trust Account of approximately $196.40 million (after giving effect to permitted withdrawals and franchise and income taxes payable) on November 30, 2025, the estimated per share redemption price would have been approximately $10.34.

Redemption rights are not available to holders of HVII Rights in connection with the Business Combination.

In order to exercise your Redemption Rights, you must, prior to 5:00 p.m., Eastern time, on [      ], 2026 (two business days before the HVII Shareholders’ Meeting), both:

● Submit a request in writing that HVII redeem your HVII Class A Ordinary Shares for cash to Odyssey, HVII’s transfer agent, at the following address:

Odyssey Transfer and Trust Company

2155 Woodlane Drive, Suite 100

Woodbury, MN 55125

Tel: (612) 482-5100

Email: ContactUs@odysseytrust.com

● Deliver your HVII Class A Ordinary Shares either physically or electronically through DTC to Odyssey. HVII Shareholders seeking to exercise their Redemption Rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent. It is HVII’s understanding that HVII Shareholders should generally allot at least one week to obtain physical certificates from Odyssey. However, HVII does not have any control over this process and it may take longer than one week. HVII Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your HVII Class A Ordinary Shares as described above, your shares will not be redeemed.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with HVII’s consent, until the vote is taken with respect to the Business Combination. If you delivered your HVII Ordinary Shares for redemption to Odyssey and decide within the required timeframe not to exercise your Redemption Rights, you may request that Odyssey return the HVII Ordinary Shares (physically or electronically). You may make such request by contacting Odyssey at the phone number or address listed above.

Prior to exercising Redemption Rights, HVII Shareholders should verify the market price of their HVII Class A Ordinary Shares as they may receive higher proceeds from the sale of their HVII Class A Ordinary Shares in the public market than from exercising their Redemption Rights if the market price per HVII Public Share is higher than the redemption price. HVII cannot assure you that you will be able to sell your HVII Class A Ordinary Shares in the open market, even if the market price per HVII Public Share is higher than the redemption price stated above, as there may not be sufficient liquidity in the HVII Class A Ordinary Share when you wish to sell your shares.

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If you exercise your Redemption Rights, your HVII Class A Ordinary Shares will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account (net permitted withdrawals), less taxes payable. You will no longer own those HVII Public Shares. You will be entitled to receive cash for these HVII Public Shares only if you properly demand redemption.

If the Business Combination Proposal is not approved and HVII does not consummate an initial business combination within the Completion Window or obtain the approval of HVII Shareholders to extend the deadline for HVII to consummate an initial business combination, it will be required to dissolve and liquidate and the HVII Rights will expire worthless.

Holders of HVII Units must separate the underlying HVII Class A Ordinary Share and HVII Rights prior to exercising Redemption Rights with respect to the HVII Class A Ordinary Share.

If you hold HVII Units registered in your own name, you must deliver the certificate for such HVII Units to Odyssey with written instructions to separate such HVII Units into HVII Class A Ordinary Share and HVII Rights. This must be completed far enough in advance to permit the mailing of the HVII Class A Ordinary Share certificates back to you so that you may then exercise your Redemption Rights upon the separation of the HVII Class A Ordinary Share from the HVII Units.

Summary Risk Factors

Risks Related to ONE Nuclear’s Business and Industry

In evaluating the Proposals, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” Some, but not all, of the risks related to HVII, ONE Nuclear the Transaction and New ONE Nuclear are summarized below:

● ONE Nuclear is a development-stage company with no operating history or historical revenue, and ONE Nuclear faces execution risk across all major components of its business.

● ONE Nuclear has not yet constructed any power projects. Many of the necessary contracts with landowners, equipment providers or other partners have yet to be executed, and there is no guarantee that ONE Nuclear will be able to do so in the future. ONE Nuclear’s limited commercial operating history makes it difficult to evaluate its prospects, and the risks and challenges ONE Nuclear may encounter. Any delays or setbacks ONE Nuclear may experience could have a material adverse effect on its business, financial condition and results of operations, and could harm its reputation.

● ONE Nuclear has not yet entered into binding definitive agreements with many of its key business relationships.

● ONE Nuclear is a development stage company with a history of financial losses (e.g., negative cash flows), and ONE Nuclear expects to incur significant expenses and continuing financial losses at least until its first power project becomes commercially viable, which may never occur. ONE Nuclear will require substantial additional future funding to support its operations and implementation of its growth plans.

● ONE Nuclear will require significant additional capital to construct and complete its power projects, and ONE Nuclear may not be able to secure such financing on time with acceptable terms, or at all, which could cause delays in construction, lead to inadequate liquidity and increase overall costs.

● ONE Nuclear will be dependent on third-party manufacturing and supply chain relationships to build and operate its facilities. ONE Nuclear’s reliance on third parties and suppliers involves certain risks that may result in increased costs, delays, and loss of revenue.

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● ONE Nuclear will need to hire additional skilled employees as ONE Nuclear grows and develops its power projects, and there is no assurance ONE Nuclear will be successful in recruiting, hiring, and training the personnel it needs.

● The energy markets are highly competitive and rapidly evolving.

● High demand for, constraints on the supply of, and increasing costs for industrial scale gas-fired turbines and/or reciprocating engines could lead to significant delays in ONE Nuclear’s ability to develop the natural gas fired power generation infrastructure it will need to achieve its power delivery goals.

● Nuclear reactors and SMRs can be costly and time consuming to construct and commercialize. Delays and cost overruns arising from issues with procurement, regulatory approvals, construction and commercialization of nuclear reactors may materially adversely affect ONE Nuclear’s business.

● ONE Nuclear may be subject to credit risks.

● ONE Nuclear may face physical site risks, including severe weather events, environmental conditions, or other disasters which could result in an interruption of its operations, a delay in the completion of its power projects, higher construction costs and the deferral of the dates on which ONE Nuclear could receive revenue, all of which could adversely affect ONE Nuclear.

Risks Related to HVII and the Business Combination

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” Some of the risks related to HVII and the Business Combination and ONE Nuclear are summarized below:

● HVII may not be able to complete its initial business combination within the Completion Window, in which case it would cease all operations except for the purpose of winding up and it would redeem HVII Class A Ordinary Shares and liquidate, in which case HVII Shareholders may only receive $10.00 per HVII Public Share, or less than such amount in certain circumstances, and HVII Rights will expire worthless.

● HVII Shareholders may be held liable for claims by third parties against HVII to the extent of distributions received by them upon redemption of their HVII Public Shares.

● HVII Public Shareholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate their investment, therefore, HVII Public Shareholders may be forced to sell their HVII Class A Ordinary Shares or HVII Rights, potentially at a loss.

● The Sponsor and HVII’s officers and directors have potential conflicts of interest in recommending that HVII Shareholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus that are different from, or in addition to, the interests of unaffiliated HVII Shareholders.

● HVII Public Shareholders will experience immediate dilution as a consequence of the issuance of shares of New ONE Nuclear Common Stock as consideration in the Business Combination and due to future issuances pursuant to the Incentive Plan and the HVII Rights. Having a minority stock ownership position may reduce the influence that current HVII Shareholders have on the management of New ONE Nuclear.

● HVII or ONE Nuclear may waive one or more of the conditions to the Business Combination. There can be no assurance that New ONE Nuclear Common Stock will be approved for listing on Nasdaq or that New ONE Nuclear will be able to comply with the continued listing standards of Nasdaq.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF HVII

The following tables set forth selected historical financial data for HVII derived from HVII’s audited financial statements as of December 31, 2024, and for the period from September 27, 2024 through December 31, 2024, and HVII’s interim unaudited condensed financial statements as of September 30, 2025, and for the three- and nine-month periods ended September 30, 2025 and for the period from September 27, 2024 through September 30, 2025, each of which is included elsewhere in this proxy statement/prospectus. Such interim unaudited condensed financial statements have been prepared on a basis consistent with HVII’s audited financial statements and should be read in conjunction with the interim unaudited condensed financial statements and audited financial statements and related notes included elsewhere in this proxy statement/prospectus. The historical financial statements of HVII have been prepared in accordance with U.S. GAAP.

The historical results included below and elsewhere in this proxy statement/prospectus are not necessarily indicative of the future performance of HVII, and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year or any future period. You should read the following selected historical financial data in conjunction with HVII’s historical financial statements and related notes and the section entitled “HVII Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this proxy statement/prospectus. All amounts are in U.S. dollars. Certain amounts that appear in this section may not sum due to rounding.

	For the Three Months Ended September 30, 2025			For the Nine Months Ended September 30, 2025			For the Period from September 27, 2024 (Inception) Through September 30, 2024			For the Period from September 27, 2024 (Inception) Through December 31, 2024
Statement of Operations Data
General and administrative costs	$	(819,219	)	$	(1,757,164	)	$	(10,420	)	$	(47,952	)
Total other income	$	2,011,010		$	5,487,476		$	—		$	—
Net income (loss)	$	1,191,791		$	3,730,312		$	(10,420	)	$	(47,952	)

	As of September 30, 2025			As of December 31, 2024
Balance Sheet Data
Total current assets	$	1,698,841		$	40,834
Total assets	$	196,905,457		$	993,266
Total shareholders’ deficit	$	(7,256,038	)	$	(22,952	)
Class A ordinary shares subject to possible redemption	$	195,206,616		$	—
Total current liabilities	$	169,879		$	566,218
Total liabilities	$	8,954,879		$	1,016,218

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SELECTED HISTORICAL FINANCIAL INFORMATION OF ONE NUCLEAR

The following tables set forth selected historical financial data for ONE Nuclear derived from ONE Nuclear’s audited financial statements as of September 30, 2025, and for the period from February 10, 2025, through September 30, 2025, each of which was prepared in accordance with U.S. GAAP and is included elsewhere in this proxy statement/prospectus.

The historical results included below and elsewhere in this proxy statement/prospectus are not necessarily indicative of the future performance of ONE Nuclear, and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year or any future period. You should read the following selected historical financial data in conjunction with ONE Nuclear’s historical financial statements and related notes and the sections entitled “Risk Factors — Risks Related to ONE Nuclear” and “ONE Nuclear Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this proxy statement/prospectus. All amounts are in U.S. dollars. Certain amounts that appear in this section may not sum due to rounding.

One Nuclear Energy LLC

BALANCE SHEET

As of September 30, 2025

	September 30,
	2025
ASSETS
Cash	$	60
Total current assets		60
TOTAL ASSETS	$	60
LIABILITIES AND MEMBERS’ DEFICIT
Accounts payable and accrued expenses	$	469,224
Total current liabilities		469,224
TOTAL LIABILITIES		469,224
COMMITMENTS AND CONTINGENCIES
MEMBERS’ DEFICIT
Membership units, 10,000,000 units authorized, issued and outstanding		3,641
Accumulated deficit		(472,805	)
Total members’ deficit		(469,164	)
TOTAL LIABILITIES AND MEMBERS’ DEFICIT	$	60

One Nuclear Energy LLC

STATEMENT OF OPERATIONS

for the period February 10, 2025 (inception) through September 30, 2025

	For the period February 10, 2025 (inception) through September 30, 2025
Operating expenses
General and administrative	$	472,805
Loss from operations		(472,805	)
Net loss	$	(472,805	)

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial information (the “Summary Pro Forma Information”) gives effect to the transactions contemplated by the Business Combination and related transactions. The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although HVII will acquire all of the outstanding equity interests of ONE Nuclear in the Business Combination, HVII will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be reflected as the equivalent of ONE Nuclear issuing shares for the net assets of HVII, followed by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of ONE Nuclear. The summary unaudited pro forma condensed combined balance sheet data as of September 30, 2025, gives effect to the Business Combination and related transactions as if they had occurred on September 30, 2025. The summary unaudited pro forma condensed combined statements of operations data for the nine months ended September 30, 2025 and for the period from September 27, 2024 (inception) through December 31, 2024, give effect to the Business Combination and related transactions as if they had occurred on September 27, 2024, the beginning of the earliest periods presented.

The Summary Pro Forma Information has been derived from, should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” in this proxy statement/prospectus and the accompanying notes thereto. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of HVII and ONE Nuclear for the applicable periods included in this proxy statement/prospectus. The Summary Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what the New ONE Nuclear’s financial position or results of operations actually would have been had the Business Combination and related transactions been completed as of the dates indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of the New ONE Nuclear following the reverse recapitalization.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption for cash of HVII Public Shares:

● Assuming No Redemption Scenario: This presentation assumes that no Public Shareholders of HVII will exercise redemption rights with respect to the HVII Public Shares for a pro rata share of the funds in the Trust Account.

● Assuming Maximum Redemptions Scenario: This presentation assumes that 19,000,000 HVII Public Shares are redeemed for aggregate redemption payments of $195.2 million, based on a redemption price of approximately $10.27 per share. This scenario includes all adjustments contained in the “no redemption” scenario and presents additional adjustments to reflect the effect of the maximum redemptions.

	No Redemption			Maximum Redemptions
	(in thousands, except share and per share data)
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for the nine months ended September 30, 2025
Net loss	$	(1,821	)	$	(1,821	)
Weighted average shares outstanding – basic and diluted		125,035,149			106,035,149
Basic and diluted net loss per share	$	(0.01	)	$	(0.02	)

	No Redemption			Maximum Redemptions
	(in thousands, except share and per share data)
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for the period from September 27, 2024 (inception) through December 31, 2024
Net loss	$	(5,973	)	$	(6,473	)
Weighted average shares outstanding – basic and diluted		125,035,149			106,035,149
Basic and diluted net loss per share	$	(0.05	)	$	(0.06	)

	No Redemption		Maximum Redemptions
	(in thousands)
Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data as of September 30, 2025
Total assets	$	158,012	$	1,699
Total liabilities		122,837		150,728
Total stockholders’ equity (deficit)	$	35,175	$	(149,029	)

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA COMBINED PER SHARE FINANCIAL INFORMATION

The following table sets forth the historical comparative share information for HVII and ONE Nuclear on a stand-alone basis and the unaudited pro forma combined share information for the nine months ended September 30, 2025 and for the period from September 27, 2024 (inception) through December 31, 2024, after giving effect to the Business Combination, assuming (i) no Public Shareholders of HVII exercise redemption rights with respect to their HVII Public Shares upon the consummation of the Business Combination; and (ii) the Public Shareholders exercise their redemption rights with respect to a maximum of 19,000,000 HVII Public Shares, or approximately $10.27 per share or $195.2 million. This scenario includes all adjustments contained in the “No Redemption Scenario” and presents additional adjustments to reflect the effect of the “Maximum Redemptions Scenario”.

This information is only a summary and should be read together with the selected historical financial information summary of HVII and ONE Nuclear and the historical financial statements and related notes of each of HVII and ONE Nuclear, in each case, that are included elsewhere in this proxy statement. The unaudited pro forma combined per share information of HVII and ONE Nuclear is derived from, and should be read in conjunction with, the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” and related notes included elsewhere in this proxy statement.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had HVII and ONE Nuclear consummated a business combination during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of HVII and ONE Nuclear would have been had HVII and ONE Nuclear consummated a business combination during the periods presented.

	ONE Nuclear (Historical)			HVII (Historical)			Pro Forma Combined (No Redemption)			Pro Forma Combined (Maximum Redemptions)
As of and for the Nine Months Ended September 30, 2025
Book (deficit) value per share(1)	$	(0.05	)	$	(0.28	)	$	0.28		$	(1.41	)
Weighted average number of member units/shares outstanding – basic and diluted		10,000,000			17,538,462			125,035,149			106,035,149
Net (loss) income per member unit/share – basic and diluted	$	(0.05	)	$	0.15		$	(0.01	)	$	(0.02	)
Weighted average shares outstanding – basic and diluted					636,923
Net income per share – basic and diluted				$	0.15
Weighted average shares outstanding – basic and diluted					6,294,871
Net income per share – basic and diluted					0.15

(1) The book (deficit) value per share is equal to the total stockholders’ (deficit) equity divided by the total number of basic (or diluted) outstanding shares.

	ONE Nuclear (Historical)	HVII (Historical)			Pro Forma Combined (No Redemption)			Pro Forma Combined (Maximum Redemptions)
For the Period from September 27, 2024 (Inception) through December 31, 2024
Weighted average shares outstanding – basic and diluted			5,833,333			125,035,149			106,035,149
Net loss per share – basic and diluted		$	(0.01	)	$	(0.05	)	$	(0.06	)

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements, including but not limited to statements regarding our expectations, beliefs, intentions, strategies, and projections. All statements other than statements of historical facts contained in this proxy statement/prospectus are forward-looking statements. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. Words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “project,” “should,” “will,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements contain these identifying words, and the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include, without limitation, ONE Nuclear’s management team’s expectations concerning the outlook for its business, productivity, plans, growth and capital investments, operational and cost performance, revenue generation, development timelines, potential generation capacities of specific sites, regulatory outlook, future market conditions, success of strategic partnerships, developments in the capital and credit markets, expected future financial performance, as well as demand for nuclear energy and the economic outlook for the nuclear energy industry.

Forward-looking statements speak only as of the date of this proxy statement/prospectus and are based on our current beliefs and assumptions. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Actual results may differ materially due to various factors, including but not limited to:

● the potential termination of definitive agreements related to the Business Combination;

● legal proceedings related to the Transactions;

● failure to obtain necessary HVII Public Shareholder approvals or financing;

● changes in the Business Combination structure due to regulatory or legal requirements;

● the ability to meet listing standards;

● disruption to the ONE Nuclear’s operations;

● failure to realize anticipated benefits from the Business Combination;

● ONE Nuclear’s ability to develop and maintain key strategic relationships, including with Rolls-Royce Solutions America Inc. (“Rolls-Royce SA”), MSB Global Services, LLC (“MSB”) and Blackstart Digital, LLC (“Blackstart”), and enter into definitive agreements in connection therewith;

● competition in the ONE Nuclear’s industry;

● transaction-related costs;

● changes in laws or regulations;

● adverse economic or competitive conditions;

● the level of redemptions by HVII Public Shareholders in connection with the Business Combination;

● ONE Nuclear’s ability to execute on the exclusive sites and the commercial viability thereto; and

● other risks and uncertainties detailed in this proxy statement/prospectus, as well as those described in the Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 31, 2025, and other filings with the SEC, including the Registration Statement.

The foregoing list is not exhaustive, and there may be additional risks that neither HVII nor ONE Nuclear presently know or that HVII and ONE Nuclear currently believe are immaterial.

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Use of Projections

This proxy statement/prospectus contains projected operational and financial information, including revenue, pipeline opportunities and capacity and individual site capacities, with respect to ONE Nuclear. Such projected financial information constitutes forward-looking information, is for illustrative purposes only, and should not be relied upon as necessarily being indicative of future results. The projected financial information presented in this proxy statement/prospectus were developed exclusively for internal analysis and illustrative purposes. They were not prepared in accordance with Generally Accepted Accounting Principles (GAAP), the rules and regulations of the SEC, or the standards of the American Institute of Certified Public Accountants.

The assumptions and estimates underlying such projected operational and financial information are inherently uncertain and are subject to a wide variety of significant business, market, regulatory, economic, competitive and other risks and uncertainties. Please refer to the section of the proxy statement/prospectus entitled “Risk Factors”. Actual results may differ materially from the results contemplated by the financial forecast information contained in this proxy statement/prospectus and the inclusion of such information in this proxy statement/prospectus should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved. Neither the HVII nor ONE Nuclear intends to or undertakes any obligation to update or otherwise revise the projected financial information to reflect circumstances existing after the date when made or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the projected financial information are no longer valid. Accordingly, they should not be viewed as “guidance” of any sort.

ONE Nuclear’s Commercial Agreements are Non-Binding

This proxy statement/prospectus contains descriptions of certain non-exclusive, key business relationships of ONE Nuclear, including with Blackstart, MSB and Rolls-Royce SA. These descriptions are based on the ONE Nuclear management team’s discussions with such counterparties, the terms of certain existing non-binding collaboration agreements with such counterparties, and latest available information and estimates as of the date of this proxy statement/prospectus. In each case, such descriptions are subject to negotiation and execution of definitive agreements with such counterparties, which have not been completed as of the date of this proxy statement/prospectus. As a result, such descriptions of key business relationships of ONE Nuclear, including with Blackstart, MSB and Rolls-Royce SA, remain subject to change, and there can be no assurance that definitive agreements with such business partners will be executed or, if executed, that the terms of such definitive agreements will not vary materially from those described herein. In addition, unless and until a definitive agreement is entered into with Blackstart or MSB, ONE Nuclear has no rights to the sites. If ONE Nuclear is unable to enter into a definitive agreement with Blackstart or MSB with respect to the sites, the ONE Nuclear expects to explore alternative locations and arrangements for the deployment of ONE Nuclear’s business plan, though no assurances can be made such efforts will be successful.

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RISK FACTORS

Risks Related to ONE Nuclear’s Business and Industry

ONE Nuclear is a development-stage company with no operating history or historical revenue, and ONE Nuclear faces execution risk across all major components of its business.

The ONE Nuclear project began in 2022, formally incorporated in the first quarter of 2025 and is currently in the early stages of developing its first power projects. ONE Nuclear has not generated any revenue to date and does not expect to do so until its first power project becomes operational, which ONE Nuclear expects will not occur until 2028. Given ONE Nuclear’s early stage of development, it is difficult to predict what results ONE Nuclear might ultimately achieve. While ONE Nuclear presents “illustrative returns” in this prospectus/proxy statement, these returns are not projections for future operating results but what ONE Nuclear believes to be illustrative of potential returns based on information available to ONE Nuclear as of the date of the prospectus/proxy statement. ONE Nuclear’s ability to achieve its illustrative returns and business strategy depends on, among other things, its ability to construct, permit, finance, and operate large-scale infrastructure nuclear and natural gas power projects. If ONE Nuclear fails to timely deliver and make operational its power projects on budget, on time or at all, its business may prove unsuccessful.

ONE Nuclear has not yet constructed any power projects. Many of the necessary contracts with landowners, equipment providers or other partners have yet to be executed, and there is no guarantee that ONE Nuclear will be able to do so in the future. ONE Nuclear’s limited commercial operating history makes it difficult to evaluate its prospects, and the risks and challenges ONE Nuclear may encounter. Any delays or setbacks ONE Nuclear may experience could have a material adverse effect on its business, financial condition and results of operations, and could harm its reputation.

ONE Nuclear’s business plan to develop, construct, own and operate power projects depends on, among other things, its ability to negotiate and enter into binding agreements with landowners, equipment providers, customers and power offtakers. If ONE Nuclear is unable to enter into binding agreements on attractive terms or at all, its planned development, construction and operation of its power projects could be significantly delayed. Such delays would result in delays in revenue and could hinder ONE Nuclear’s ability to enter into other partnerships or relationships for other projects.

As a result of ONE Nuclear’s limited commercial operating history and ongoing changes in its new and evolving industry, including evolving demand for the types of products and services ONE Nuclear offers and the potential development of technologies that may prove more efficient or effective, its ability to forecast future results of operations and plan for and model future growth is limited and subject to a number of uncertainties, which could adversely affect its business, results of operations and prospects.

There can be no assurance that ONE Nuclear will not experience operational or process failures and other problems during the development, construction or operation of its power projects. Any failures or setbacks, particularly in the initial phases of development, could harm its reputation, its ability to gain financing and enter into strategic partnerships and relationships, and have a material adverse effect on its business and financial condition.

ONE Nuclear has not yet entered into binding definitive agreements with many of its key business relationships and its current commercial agreements are non-binding.

ONE Nuclear’s business plan relies on key strategic relationships with certain important business partners. ONE Nuclear has not yet entered into definitive agreements regarding many such business relationships, and therefore such relationships are subject to change, and there can be no assurance that definitive agreements will be executed or, if executed, that the terms of such definitive agreements will not vary materially from ONE Nuclear’s expectations. For example, this proxy statement/prospectus contains descriptions of certain non-exclusive, key business relationships of ONE Nuclear, including with Blackstart Digital, LLC, MSB Global Services, LLC and Rolls-Royce Solutions America Inc. These descriptions are based on the ONE Nuclear management team's discussions with such counterparties, the terms of certain existing non-binding collaboration agreements with such counterparties, and latest available information and estimates as of the date of this proxy statement/prospectus. If ONE Nuclear is unable to enter into such definitive agreements, such definitive agreements are on materially different terms than expected or, once entered, such definitive agreements are terminated by the counterparty, ONE Nuclear will not benefit from such relationship and its business and results of operations will be affected.

Specifically, unless and until definitive agreements are entered into directly with landowners, ONE Nuclear has no rights to its physical locations. If ONE Nuclear is unable to enter into a definitive agreement with respect to its sites, including its priority sites, ONE Nuclear will need to explore alternative locations and arrangements for the deployment of its business plan, though no assurances can be made that such efforts will be successful.

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ONE Nuclear is a development stage company with a history of financial losses (e.g., negative cash flows), and ONE Nuclear expects to incur significant expenses and continuing financial losses at least until its first power project becomes commercially viable, which may never occur. ONE Nuclear will require substantial additional future funding to support its operations and implementation of its growth plans.

ONE Nuclear expects its operating expenses to increase over the next several years and to expects to continue to incur operating losses for the foreseeable future as ONE Nuclear expands and develops, and ONE Nuclear will need substantial additional capital from external sources over an extended period to fund such development. See “ONE Nuclear Management’s Discussion and Analysis of Financial Condition — Liquidity and Capital Resources.” If ONE Nuclear is unable to raise additional capital, ONE Nuclear may need to make significant adjustments to its business plan or significantly delay or scale back its power projects, any of which could have a material adverse effect on its results of operations, financial condition and cash available for distribution. If ONE Nuclear is unable to raise additional funding, ONE Nuclear may be forced to liquidate its assets and the value ONE Nuclear receives for its assets in liquidation or dissolution could be significantly lower than the values reflected in its financial statements.

ONE Nuclear does not expect to generate meaningful revenue unless and until ONE Nuclear is able to finalize development of and commercialize its first power project, and ONE Nuclear may not be able to do so on its anticipated timetable, if at all. ONE Nuclear expects that its expenses and capital expenditures will increase in connection with its ongoing activities, including developing and advancing its initial power projects. In addition, ONE Nuclear expects to incur additional costs associated with operating as a public company. Certain costs are not reasonably estimable at this time, and ONE Nuclear will require additional funding beyond the proceeds received from this offering.

Adequate additional funding may not be available to ONE Nuclear on acceptable terms or at all. ONE Nuclear’s failure to raise capital as and when needed, including as a result of this offering, could have a negative impact on its financial condition and ability to pursue its business strategies. If ONE Nuclear raises additional funds by issuing equity securities, its shareholders will experience dilution. If ONE Nuclear raises additional capital through debt financing, ONE Nuclear may be subject to covenants that restrict its operations including limitations on its ability to incur liens or additional debt, pay dividends, repurchase securities, make certain investments, and engage in certain merger, consolidation, or asset sale transactions. Any debt financing or additional equity that ONE Nuclear raises may contain terms that are not favorable to ONE Nuclear or its shareholders. If the needed financing is not available, or if the terms of financing are less desirable than ONE Nuclear expects, ONE Nuclear may be required to delay, scale back or terminate some or all of its projects and ONE Nuclear can provide no assurance that ONE Nuclear will be able to raise the necessary capital or obtain financing on favorable terms, if at all.

ONE Nuclear will require significant additional capital to construct and complete its power projects, and ONE Nuclear may not be able to secure such financing on time with acceptable terms, or at all, which could cause delays in construction, lead to inadequate liquidity and increase overall costs.

The capital expenditures ONE Nuclear expects to incur as ONE Nuclear completes the development of its power projects will be significant. Additional capital may not be available in the amounts required, or on favorable terms. Furthermore, any adverse changes in power demand that affect the competitiveness of the power projects or any failure on ONE Nuclear’s part to obtain or comply with necessary permits or approvals may also hinder its ability to obtain necessary additional capital or financing.

Delays in the construction of ONE Nuclear’s power projects beyond the estimated development period could increase the cost of completion beyond the amounts that ONE Nuclear estimates, which could require ONE Nuclear to obtain additional sources of financing to fund its operations until its power projects are fully completed and generating revenue (which could cause further delays). Moreover, many factors (including factors beyond ONE Nuclear’s control) could result in a disparity between liquidity sources and cash needs, including factors such as construction delays and breaches of agreements.

ONE Nuclear’s ability to obtain financing that may be needed will depend, in part, on factors beyond its control and there can be no assurances that funding will be available to ONE Nuclear on commercial terms or at all. For example, capital providers or their applicable regulators may elect to cease funding nuclear projects or certain related businesses. Accordingly, ONE Nuclear may not be able to obtain financing on terms that are acceptable to ONE Nuclear, or at all. Even if ONE Nuclear is able to obtain financing, ONE Nuclear may have to accept terms that are disadvantageous to ONE Nuclear or that may have an adverse impact on its business plan and the viability of the relevant project. The failure to obtain any necessary additional funding could cause any or all of ONE Nuclear’s projects to be delayed or not be completed. Any delays in construction could prevent ONE Nuclear from commencing operations when ONE Nuclear anticipates and could prevent ONE Nuclear from realizing anticipated cash flows, all of which could have a material adverse effect on its business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity, prospects and the price of its common stock.

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ONE Nuclear will be dependent on third-party manufacturing and supply chain relationships to build and operate its facilities. ONE Nuclear’s reliance on third parties and suppliers involves certain risks that may result in increased costs, delays, and loss of revenue.

ONE Nuclear does not possess the physical materials and labor resources necessary to construct its own facilities, and ONE Nuclear will extensively rely on third parties for materials and labor for its business. As a result, ONE Nuclear is subject to risks associated with these third parties, including:

● insufficient capacity available to meet its demand on time;

● inability of its suppliers to obtain the equipment or replacement parts necessary to fully operate its facilities or expand capacity;

● inadequate manufacturing yields and excessive costs;

● inability of third parties to obtain an adequate supply of raw materials;

● extended lead times on supplies used in the building and operation of its facilities;

● limited warranties on products supplied to ONE Nuclear; and

● potential increases in prices (including the cost of freight and potential or increased tariffs).

ONE Nuclear’s industry has experienced the effects of manufacturing capacity constraints. The ongoing war in Ukraine and the Middle East, and related international tariffs, sanctions and restrictions have impacted supply chains for manufacturers. To mitigate this, the U.S. government has taken steps to create tariff exemptions for various energy projects, from which ONE Nuclear expect to benefit. Notwithstanding these mitigating steps, these supply challenges have impacted, and may continue to impact, ONE Nuclear’s ability to fully satisfy the necessary supplies, resources and products required by its business. In addition, the rapid growth in demand for natural gas-fired combustion turbine generators caused by the development of new data centers has produced a backlog in orders for new combustion turbines from manufacturers, which could adversely impact ONE Nuclear’s plans to purchase and procure additional gas-fired combustion turbines for timely delivery to its power projects.

ONE Nuclear cannot provide any assurance that its external partners will devote the necessary resources to its business and when requested by ONE Nuclear. Each of these events could increase ONE Nuclear’s costs, lower its gross margin, delay the construction and delivery of its projects, and cause ONE Nuclear to hold more inventories, or materially impact its ability to complete its projects and deliver power on time.

ONE Nuclear will need to hire additional skilled employees as ONE Nuclear grows and develops its power projects, and there is no assurance ONE Nuclear will be successful in recruiting, hiring, and training the personnel it needs.

ONE Nuclear expects that its business will require a large number of skilled nuclear and power professionals, and there is no assurance that ONE Nuclear will be successful in recruiting, hiring, training, and retaining the personnel ONE Nuclear needs. If ONE Nuclear is unable to hire the personnel ONE Nuclear needs, its ability to achieve its aggressive growth and development milestones could be adversely affected.

The energy markets are highly competitive and rapidly evolving.

ONE Nuclear will compete with a variety of power production companies. These competitors may have greater access to capital, deeper vendor relationships, access to cheaper materials and inputs, and fewer regulatory hurdles. In addition, advances in power production technologies could put ONE Nuclear at a competitive disadvantage or require ONE Nuclear to make significant capital investment and continuous innovation. ONE Nuclear may be unable to meet these evolving demands, resulting in lost business or underutilized capacity.

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ONE Nuclear will depend on third-party vendors, contractors, and consultants to support its business.

From licensing and permitting to design, procurement, construction, and operations, ONE Nuclear will depend on a complex ecosystem of third-party providers to execute its construction, development and operation. These parties include, among others, nuclear and gas equipment firms, construction managers, legal advisors, power off-takers, and control system integrators. If any such party experiences delays, disputes, or insolvency, or ONE Nuclear loses its license or use rights to critical third-party technology, it could materially adversely impact the timing of delivery, cost, or quality of its infrastructure solution its ability to produce power on attractive terms.

Terrorist attacks, cyberattacks and threats may compromise the integrity of ONE Nuclear’s power projects and could have a material adverse effect on its business, financial condition, and results of operations.

ONE Nuclear’s energy infrastructure will rely on highly integrated operational technology and industrial control systems, many of which will be internet-connected or exposed to remote access for diagnostics, supervisory control, data acquisition, and maintenance. These systems are increasingly targeted by nation-state and criminal actors, and even advanced cybersecurity protocols cannot fully eliminate risk. In addition, ONE Nuclear will rely on third-party cloud infrastructure providers and Software-as-a-Service platforms to operate and manage core elements of its data, diagnostics, and control environments. Any compromise or service disruption affecting these external providers could impair ONE Nuclear’s visibility into asset performance or interrupt critical operations.

A successful attack on ONE Nuclear’s physical power generation facilities, including nuclear, gas, or infrastructure facilities could result in physical damage, loss of service, ransom demands, data exposure, or regulatory fines. Moreover, nuclear assets are subject to elevated U.S. Nuclear Regulatory Commission (“NRC”) physical security requirements and cybersecurity standards, which imposes specific requirements on digital system integrity. For ONE Nuclear’s nuclear and gas assets, a cyber breach could also raise safety, environmental, or emergency preparedness concerns, potentially triggering regulatory shutdowns, incident investigations, or long-term reputational harm beyond the direct operational impacts. Power and energy infrastructure have been identified as strategic targets for future attacks, and, as such, may face greater risk of disruption or exploitation than other asset classes. In addition, such an incident at any nuclear power facility, globally, may lead to heightened regulatory standards and scrutiny across the entire industry, leading to increased regulatory compliance burdens, loss of revenue, and incidental costs related to the alteration of infrastructure, assets, or systems.

Regarding nuclear assets, ONE Nuclear will be subject to the NRC’s regulations in this area, and for all of its electric generation and related electric infrastructure, ONE Nuclear will be subject to regulation by governmental and regulatory agencies and bodies such as the U.S. Federal Energy Regulatory Commission (“FERC”), the Southwest Power Pool (the “SPP”), the Public Utility Commission of Texas (the “PUCT”), the North American Electric Reliability Corporation (“NERC”), and the Midwest Reliability Organization (“MRO”), the violation of which could carry regulatory enforcement action.

While ONE Nuclear expects to implement a comprehensive set of security measures, its operational technology and industrial control systems, and those of its contractors and consultants, may be vulnerable to breakdown or other damage or interruption from service interruptions, system malfunction, natural disasters, terrorism, war and telecommunication and electrical failures, as well as security breaches from inadvertent or intentional actions by its employees, contractors, consultants, business partners, and/or other third parties, or from cyber-attacks by malicious third parties (including the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering and other means to affect service reliability and threaten the confidentiality, integrity and availability of information), which may compromise ONE Nuclear’s system infrastructure or lead to data leakage. In particular, ransomware attacks could result in prolonged operational outages across ONE Nuclear’s energy infrastructure, delay site commissioning, or trigger fail-safe shutdowns of critical systems. More sophisticated attack vectors, such as spear phishing, credential stuffing, and deepfake-based social engineering, may further undermine ONE Nuclear’s ability to detect and prevent compromise. These disruptions could materially affect its ability to fulfill off-taker and customer obligations and meet development milestones. ONE Nuclear will not be able to anticipate, detect, or prevent all cyberattacks, particularly as attackers adapt methods to evade detection and exploit zero-day vulnerabilities. Additionally, some cyber incidents, including surveillance, data exfiltration, or deepfake impersonation, may go undetected for extended periods.

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As a public company, ONE Nuclear will also be subject to the cybersecurity disclosure and incident reporting requirements adopted by the SEC, which may increase the cost and complexity of its compliance efforts and expose ONE Nuclear to additional scrutiny in the event of a cyber incident.

Additionally, ONE Nuclear’s board of directors will be responsible for overseeing the adequacy of management’s conduct of threat environment and vulnerability assessments, management of cyber incidents, pursuit of projects to strengthen internal cyber security and the cyber security of ONE Nuclear’s operations teams to evaluate the cyber security implications of its products and offerings, and coordination of efforts to monitor, detect, and prevent future cyber threats. In addition, the board of directors, or a duly authorized committee thereof, will annually review ONE Nuclear’s risk profile with respect to cybersecurity matters. To the extent that any disruption or security breach were to result in a loss of, or damage to, ONE Nuclear’s data or applications, or inappropriate disclosure of confidential or proprietary information, ONE Nuclear could incur liability and reputational damage and the further development and commercialization of its projects could be delayed. ONE Nuclear may also be required to expend significant additional capital or operating costs to investigate and remediate vulnerabilities, strengthen controls, or comply with evolving cybersecurity regulations.

ONE Nuclear will be required to continuously upgrade cybersecurity controls, test defenses, and maintain redundancy and isolation protocols. Any failure could materially impair its operations or partner relationships. ONE Nuclear expects to maintain cybersecurity insurance, but such coverage may not be adequate to cover all losses. Certain consequential or reputational damages may not be insurable, and ONE Nuclear may be required to self-fund recovery efforts, litigation costs, and regulatory penalties. As cyberattacks increase globally in frequency and severity, the cost of such insurance may increase and availability of such insurance may also decline. Any failure to prevent, detect, or respond to cybersecurity incidents could materially impair ONE Nuclear’s operations, delay its operational timeline, damage its relationships with off-takers, customers or regulators, and result in significant legal or financial exposure.

ONE Nuclear’s power projects will require extensive permitting, interconnection, and third-party coordination.

ONE Nuclear’s power generation projects will be complicated, spanning substations, cooling corridors, high-pressure gas delivery, nuclear construction, other electric generating and storage facilities, and data center capacity, and necessitate cooperation with dozens of agencies, regulators, vendors, and contractors. A delay or dispute with any one of these counterparties or regulators could cause delays, outages, unforeseen costs and other adverse effects to ONE Nuclear’s business and results of operations. Coordinating these layers in parallel, with differing regulatory timelines, creates risk for budget overruns or missed commercial operation dates for ONE Nuclear.

ONE Nuclear may face significant construction delays and global supply chain disruptions that could materially impact project timelines and costs.

ONE Nuclear’s power projects will require timely procurement of gas turbines, reciprocating engines, transformers, power electronics, and nuclear reactor components (including uranium), among others—many of which originate from international vendors. Geopolitical conflict, trade restrictions and tariffs, maritime shipping delays, or semiconductor shortages may delay site readiness, reduce operational capacity, or force reprioritization of development phases. In addition, recent global supply chain disruptions have increasingly affected both the availability and cost of raw materials (including uranium), component manufacturing and deliveries. These disruptions may result in delays in equipment deliveries and cost escalations that could adversely affect ONE Nuclear’s business. Prolonged disruptions in the supply of any key materials or components, difficulty finding qualifying new sources of supply, implementing the use of replacement materials or new sources of supply or any volatility in prices could have a material adverse effect on ONE Nuclear’s ability to develop and operate in a cost-efficient, timely manner. Such prolonged disruptions could also cause ONE Nuclear to experience cancellations or delays of scheduled launches, or reductions in its prices and margins, any of which could harm its business, financial condition, results of operations and cash flows.

The ongoing military conflict in Ukraine has escalated tensions between the United States and its North Atlantic Treaty Organization (“NATO”) allies, on one hand, and Russia, on the other hand. The United States and other NATO member states, as well as some non-member states, have imposed sanctions against Russia and certain Russian banks, enterprises, and individuals. These actions include sanctions on Russian companies that supply low-enriched uranium (“LEU”) to fuel nuclear reactors, representing a potential and material supply chain risk to companies that develop and operate nuclear reactors in the United States. These sanctions have impacted the commercial availability of LEU and increased the cost of uranium enrichment services and could potentially increase the cost and timing of receipt of LEU, which could have a material adverse effect on ONE Nuclear’s ability to deploy nuclear reactors.

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In addition, the availability of critical path equipment such as heat exchangers, reactor modules, turbines, reciprocating engines, switchgear, and gas infrastructure is subject to global supply chain variability and vendor capacity. Many components required for nuclear construction, including pressure vessels, reactor coolant pumps and steam generating equipment, are manufactured by a limited number of qualified suppliers and may require long-lead orders with multi-year production timelines.

ONE Nuclear does not have manufacturing assets and will rely on third-party manufacturers and construction firms to build its facilities. Moreover, ONE Nuclear is dependent on future supplier capability to meet production demands attendant to its forecasts. If ONE Nuclear’s supply chain cannot meet the schedule demands of the market, its projected timelines and revenues could be materially impacted.

Additionally, shortages in skilled labor, construction permitting delays, inclement weather, or force majeure events could delay or halt construction of major systems. Each delay can cause cascading impacts on power generation schedules, reducing its ability to generate revenue or meet timelines.

High demand for, constraints on the supply of, and increasing costs for industrial scale gas-fired turbines and/or reciprocating engines could lead to significant delays in ONE Nuclear’s ability to develop the natural gas fired power generation infrastructure it will need to achieve its power delivery goals.

Industrial scale gas fired turbines and reciprocating engines are in high demand in the U.S. and globally for grid power generation, new and expanded LNG facilities and AI hyperscalers, creating significant delays in delivery as well as increasing costs. This increase in demand for gas-fired combustion turbines and/or reciprocating engines, after years of little or no demand for new gas-fired combustion turbines and/or reciprocating engines, appears to have significantly outstripped available supply, resulting in reports of lead-times for delivery of new gas-fired combustion turbines and/or reciprocating engines. As a result, ONE Nuclear could experience significant delays and increased costs in obtaining the gas fired turbines and/or reciprocating engines needed to develop the natural gas-fired power generation infrastructure that ONE Nuclear needs, which could adversely affect its ability to deliver power on the expected schedule, and its operating results and financial condition.

Nuclear reactors and SMRs can be costly and time consuming to construct and commercialize. Delays and cost overruns arising from issues with procurement, regulatory approvals, construction and commercialization of nuclear reactors may materially adversely affect ONE Nuclear’s business.

The development, construction, and commercialization of nuclear reactors and SMR projects involve significant time and cost. The design, engineering, licensing, and construction of nuclear reactors, including the AP1000 and SMRs, are complex, highly regulated, and subject to lengthy timelines. SMRs, while designed to be more cost-effective and scalable than traditional nuclear reactors, are still in early stages of development and deployment globally, with limited operational history and a lack of commercially available, fully licensed designs. This increases the risk of unforeseen technical challenges, delays in regulatory approvals, and higher-than-anticipated costs.

The costs associated with developing and deploying these technologies are substantial, including expenses related to site preparation, specialized materials, and compliance with stringent nuclear safety and environmental regulations. Further, the limited number of nuclear power plants constructed in the U.S. over the last twenty years has reduced the number of skilled laborers, such as welders, necessary to construct new nuclear power plants. Any delays or cost overruns, or failure or delay in securing the services of qualified laborers, could strain ONE Nuclear’s financial resources, require additional capital, or result in project delays or cancellations.

ONE Nuclear’s management team has limited experience in the nuclear energy sector, which may hinder its ability to effectively navigate the complex technical, regulatory, and operational challenges associated with nuclear reactors and SMR projects. This lack of experience could lead to delays, misjudgments, or failure to anticipate critical risks, further increasing project costs and timelines.

Furthermore, the limited availability of commercially viable SMRs poses additional risks. The technology is still emerging, with few operational SMRs globally, and the supply chain for specialized components is underdeveloped. This could result in delays in securing necessary materials, higher costs, or reliance on unproven suppliers. If ONE Nuclear is unable to successfully develop, license, and deploy nuclear reactor or SMR projects on time and within budget, or if ONE Nuclear fails to mitigate the inherent risks of nuclear power, its business prospects, financial condition, and ability to achieve strategic objectives could be materially adversely affected.

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ONE Nuclear may be subject to credit risks.

Credit risk includes the risk that ONE Nuclear’s customers will not pay their bills, which may lead to a reduction in liquidity and an increase in bad debt expense. Credit risk is comprised of numerous factors including the price of products and services provided, the overall economy and local economies in the geographic areas ONE Nuclear serves, including local unemployment rates.

Credit risk also includes the risk that various counterparties that owe ONE Nuclear money or products will breach their obligations. Should the counterparties to these arrangements fail to perform, ONE Nuclear may be forced to enter into alternative arrangements. In that event, ONE Nuclear’s financial results could be adversely affected and it could incur losses.

One alternative available to address counterparty credit risk is to transact on liquid commodity exchanges. The credit risk is then socialized through the exchange central clearinghouse function. While exchanges do remove counterparty credit risk, all participants are subject to margin requirements, which create an additional need for liquidity to post margin as exchange positions change value daily. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires broad clearing of financial swap transactions through a central counterparty, which could lead to additional margin requirements that would impact ONE Nuclear’s liquidity. However, ONE Nuclear may take advantage of an exception to mandatory clearing afforded to commercial end-users who are not classified as a major swap participant, thereby allowing such commercial end-users to enter into uncleared bilateral swaps to hedge their exposure to commercial risk.

ONE Nuclear may at times have direct credit exposure in its short-term wholesale and commodity trading activity to various financial institutions trading for their own accounts or issuing collateral support on behalf of other counterparties. ONE Nuclear may also have some indirect credit exposure due to participation in organized markets, such as SPP, PJM and the Midcontinent Independent System Operator (“MISO”), in which any credit losses are socialized to all market participants.

ONE Nuclear may have additional indirect credit exposures to various domestic and foreign financial institutions in the form of letters of credit provided as security by power suppliers under various long-term physical purchased power contracts. If any of the credit ratings of the letter of credit issuers were to drop below the designated investment grade rating stipulated in the underlying long-term purchased power contracts, the supplier would need to replace that security with an acceptable substitute. If the security were not replaced, the party could be in technical default under the contract, which would enable ONE Nuclear to exercise its contractual rights.

ONE Nuclear may face physical site risks, including severe weather events, environmental conditions, or other disasters which could result in an interruption of its operations, a delay in the completion of its power projects, higher construction costs and the deferral of the dates on which ONE Nuclear could receive revenue, all of which could adversely affect ONE Nuclear.

ONE Nuclear expects that many of its power projects will be located in areas that are subject to certain regional hazards. These risks could include occasional high-wind events, seismic activity, water access variability, and regional dust or environmental permitting restrictions. Severe weather, including winter storms, can be destructive, causing construction delays, outages and property damage that require incurring additional expenses. A major weather or geological event affecting ONE Nuclear’s future infrastructure, especially nuclear or gas, could impair the safety or reliability of its power projects.

Furthermore, ONE Nuclear’s operations could be adversely affected, and its physical facilities could be at risk of damage, should global climate conditions produce, among other conditions, unusual variations in temperature and weather patterns, resulting in more intense, frequent and severe weather events or abnormal levels of precipitation. ONE Nuclear’s physical facilities are expected to have certain safeguards against weather and geological events, but these may not be effective to protect against any or all of these events.

In addition, site access or operation could be affected by new environmental protections or public opposition.

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Any failure of ONE Nuclear’s physical infrastructure, or acts of theft or vandalism to its physical infrastructure, could lead to significant costs and disruptions that could reduce revenue and harm its business reputation and financial results.

ONE Nuclear will need to safehouse its infrastructure, facilities and equipment located at its power projects. Its facilities could be subject to break-ins, sabotage and intentional acts of vandalism causing potential disruptions. Some of ONE Nuclear’s systems may not be fully redundant, and its disaster recovery planning cannot account for all eventualities. Any problems at ONE Nuclear’s facilities could result in lengthy interruptions in power generation and its business operations. There can be no assurance that any security or other operational measures that ONE Nuclear or its third-party service providers or vendors have implemented will be effective against any of the foregoing threats or issues.

ONE Nuclear’s power generation will provide at each of its power projects are subject to failure resulting from numerous factors, including:

● human error;

● equipment failure;

● physical, electronic and cybersecurity breaches;

● fire, earthquake, hurricane, flood, tornado and other natural disasters;

● extreme temperatures;

● water damage;

● fiber cuts;

● power loss;

● terrorist acts;

● theft, sabotage and vandalism; and

● failure of business partners who provide resale products.

Problems at one or more of ONE Nuclear’s power facilities, whether or not within its control, could result in power generation interruptions or significant equipment damage. Power production, service interruptions or significant equipment damage in ONE Nuclear’s facilities could also result in lost profits or other indirect or consequential damages to its customers. ONE Nuclear cannot guarantee that a court would enforce any contractual limitations on its liability in the event that one of its customers brings a lawsuit against ONE Nuclear as a result of a problem at one of its facilities.

In addition, any loss of service, equipment damage or inability to meet service level commitment obligations could reduce the confidence of ONE Nuclear’s customers and could consequently impair its ability to obtain and retain customers, which would adversely affect both its ability to generate revenues and its operating results.

ONE Nuclear’s construction and delivery timeline estimates for its power projects and other equipment may increase due to a number of factors, including the degree of pre-fabrication, standardization, on-site construction, long-lead procurement, contractor performance, facility pre-operational and startup testing, demand for repairs and other site-specific considerations.

The success of ONE Nuclear’s business will depend in large part on its ability to successfully construct its facilities and provide required levels of power. Its business will require on-time and on-budget services at guaranteed performance levels, which would tend to establish greater confidence in its subsequent customers. There is no guarantee that all necessary components will be commercially available and substantial development of new supply chains might be necessary. Additionally, ONE Nuclear cannot guarantee the level of quality of these third-party supplies or import and export requirements or limitations that might be stipulated by the NRC or the U.S. Department of Energy (“DOE”) for the procurement of these components. Some of ONE Nuclear’s equipment may require repair or replacement, which could further delay development at its planned projects. Only a limited number of large contracting and engineering firms have the skills or experience to design and construct nuclear reactors. The lack of recent nuclear reactor construction projects in the United States means that there are few organizations with substantial institutional and personal knowledge of such projects. In addition, certain craft labor, particularly welding, on a nuclear reactor construction project requires a very high degree of skills and experience on the part of the laborers, meaning few qualified candidates may be available. The resurgent interest in nuclear energy projects, along with strong demand for such labor on other energy or infrastructure projects of similar complexity, means that securing and retaining the properly qualified workforce may be difficult, time consuming, and/or require competitive bidding, representing significant cost and schedule risks to the project.

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There is no guarantee that the planned construction, delivery, and performance of ONE Nuclear’s power projects or the equipment ONE Nuclear needs to generate electricity will be successful, timely, or on budget or that its third-party suppliers and contractors will deliver timely or on budget. There is no guarantee that ONE Nuclear’s facility pre-operational and startup testing, including tests mandated as license conditions by the NRC, will be successfully completed on-time. Furthermore, ONE Nuclear may experience delays, operational or process failures, repair down-times and other problems during its first commercial deployment or any planned deployment thereafter. In addition, there can be no assurance that the construction of ONE Nuclear’s power generation facilities will be completed at the cost and on the timeline ONE Nuclear expects. ONE Nuclear will depend on third-party contractors to perform many of the essential activities needed to complete and deploy its power projects. ONE Nuclear will not control the performance of these contractors and its contracts with them may not provide adequate remedies if they fail to perform. ONE Nuclear does not currently employ any risk sharing structures to mitigate the risks associated with the construction, delivery and performance of its facilities. Any delays or setbacks ONE Nuclear may experience for its first operational project, as well as any failure to obtain final investment decisions for future orders could have a material adverse effect on its business prospects, financial condition, results of operations and cash flows and could harm its reputation.

ONE Nuclear may not receive the full amount of tax abatements or other incentives expected from the jurisdictions in which its projects are located.

ONE Nuclear expects to apply for property tax abatement with many of the jurisdictions in which its power projects are or will be located, which abatement may not be approved on the terms requested, or at all. A denial or reduction of such incentives could impact projected project economics and delay or limit available capital for reinvestment in ONE Nuclear’s sites. Even if approved, abatement eligibility may be subject to ongoing compliance with construction timelines, workforce commitments, and property valuation methodologies.

Risks Related to Regulatory Environment and Energy Generation

Nuclear energy development is subject to extensive regulation and uncertainty, which could materially delay or impair ONE Nuclear’s business.

ONE Nuclear’s business depends heavily on the successful execution of a development plan that includes the identification, development, construction and operation over time of multiple power generation projects, including nuclear reactors and gas-fired generation assets. Each component and project introduces regulatory, financial, operational, and technological risks.

Over time, ONE Nuclear plan to develop multiple nuclear reactors, supplemented by gas-fired generation. This timeline introduces significant long-term capital exposure, regulatory coordination, construction risk, and supply chain vulnerability. While construction of new nuclear power plants in other countries has progressed more efficiently than in the past, construction of nuclear power plants in the U.S. has slowed dramatically in the last twenty years.

Construction of the Southern Company’s recent Vogtle nuclear power plant, built in Georgia, took approximately fifteen years. President Trump’s recent Executive Order, dated May 23, 2025, which requires (i) the NRC to shorten its approval time for new nuclear reactor license applications to no more than 18 months and (ii) the U.S. Department of Energy (“DOE”) to use its licensing authority under the Atomic Energy Act (“AEA”) to authorize at least three new nuclear power plants with the goal that each power plant reach “criticality” by July 4, 2026, seeks to speed U.S. nuclear construction permitting, but there can be no guarantee that this executive order will be effective in doing so or that this or future Presidential administrations will not reverse this executive order. Indeed, certain recent nuclear power plant projects have taken more than ten years from commencement to completion. Delays or disruptions in any phase could impair ONE Nuclear’s overall development timeline, reduce forecasted revenue, and increase financing costs.

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Each reactor will, among other things, require:

● full compliance with NRC licensing, testing, and inspection frameworks;

● multi-year site preparation and nuclear-grade infrastructure installation; and

● ongoing adherence to evolving federal safety standards.

Failure to secure timely approvals, maintain regulatory compliance, or meet critical milestones may delay or prevent the commencement of construction and the operation of ONE Nuclear’s nuclear units.

All elements of nuclear infrastructure will remain subject to the oversight of the NRC and potentially other federal and state agencies. ONE Nuclear intends to submit various applications to the NRC under Part 52 of the NRC’s regulations (10 CFR Part 52) (“Part 52”). The NRC’s review of ONE Nuclear’s COL Application will involve environmental impact assessments, pre-application safety evaluations, analysis of ONE Nuclear’s proposed construction of each nuclear reactor, as well as ONE Nuclear’s proposed operation of each nuclear reactor, which will involve site-specific safety analysis reports, testing, inspection, and operating conditions. The NRC’s review process involves an analysis of the proposed site for the nuclear reactor, which is why some applicants seek an early site permit from the NRC prior to submitting the COL Application.

ONE Nuclear’s license application under Part 52 of the NRC’s regulations (10 CFR Part 52) (“Part 52”) will need to achieve specified milestones prior to final approval. The Part 52 license is a combined construction and operating license, with parallel licensing tracks related to safety and the environment converging on a mandatory hearing and an ultimate decision at the end of the process.

NRC performs a safety review of each reactor application to assess whether it provides reasonable assurance of adequate protection of public health and safety. This involves review of preliminary and Final Safety Analysis Reports. NRC can request additional information during this review, or the parties can agree on a regulatory audit. Prolongation of this process poses a significant cost and schedule risk to ONE Nuclear’s proposed nuclear power projects.

NRC concurrently performs an environmental review which incorporates compliance with the National Environmental Policy Act (“NEPA”). NEPA reviews typically require preparation of an Environmental Impact Statement (“EIS”), which is the most detailed level of review provided for under NEPA, though the NRC has recently attempted to perform less intensive Environmental Assessments (“EA”). It is noteworthy that the DOE has recently proposed a modification of its NEPA review regulations that includes several enumerated “categorical exceptions,” which are intended to safely reduce the time required to produce EA and EIS reviews for components of new nuclear power plants that will be subject to such “categorical exceptions,” thereby not requiring an environmental analysis of such components. However, there is no guarantee that ONE Nuclear will be able to qualify for any of these exceptions. Whether performing an EIS or an EA, the environmental review process may be time consuming, and changes or delays to the process present significant cost and schedule risks for ONE Nuclear’s proposed power projects.

The COL Application will incorporates by reference a chosen reactor design. Though the combined license will include the right to operate the reactor, it will be contingent on construction of the reactors conforming exactly to the design, with accuracy measured by a series of Inspections, Test, Analyses, and Acceptance Criteria (“ITAAC”) derived from both the design certification and certain site specific characteristics, and evaluated by the NRC as part of a quality assurance regime, which involves thousands of hours of inspection during construction. Modifying ITAAC, which may be required due to shifts in the sequence of construction, requires submitting a modification request to the NRC. ITAAC must be successfully “closed” before operation can begin and, no later than 270 days prior to the date of initial fuel loading for the reactor, the NRC will publish a notice of intended operation in the Federal Register which allows any person whose interests may be affected by plant operation the opportunity to request a hearing within 60 days of the publication of the Federal Register notice on whether the facility as constructed complies, or on completion will comply, with the acceptance criteria in the combined license. The possibility of delay, rework, analysis, and other mitigation resulting from ITAAC nonconformances, along with the potential for ITAAC hearings, pose significant cost and schedule risks to reactor completion.

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In addition to potential ITAAC hearings and opportunities for public engagement throughout the licensing process, there is a mandatory license hearing required by the AEA at which the NRC and the license applicant present detailed evidence. This process takes a significant amount of time, and the possibility of delay represents a significant cost and schedule risk to ONE Nuclear’s power projects. While the public cannot directly participate in the mandatory hearing, the public can challenge the NRC’s review of the reactor application through the contested hearing process. Should contested hearings occur, they also present a significant cost and schedule risk to ONE Nuclear’s proposed power projects.

On May 23, 2025, President Trump issued Executive Order 14300 “Ordering the Reform of the Nuclear Regulatory Commission” which directed, among other actions, the NRC to “undertake a review and wholesale revision of its regulations and guidance documents, and issue notice(s) of proposed rulemaking effecting this revision within 9 months of the date of this order.” EO 14300 also imposed a deadline of “no more than 18 months for final decision on an application to construct and operate a new reactor of any type, commencing with the first required step in the regulatory process.” It is unclear how these directions will revise Part 52. Should the directed revisions require new or revised information to be submitted, that submission may delay the project, representing a significant cost and schedule risk. Should the new rules issued be legally challenged, it may delay open applications, also representing a significant cost and schedule risk to ONE Nuclear’s proposed power projects.

The regulatory review and approval process for ONE Nuclear to obtain a license authorizing the construction and the operation of each nuclear reactor can take several years, and any delays, objections, or changes in NRC policy or staff interpretations could materially postpone the start of nuclear power generation at ONE Nuclear’s proposed power projects. If ONE Nuclear’s applications are denied or subject to material conditions, it could significantly impact ONE Nuclear’s ability to deliver nuclear generated electric energy.

ONE Nuclear’s development plan requires ongoing engagement with the NRC, the DOE, and other agencies. For example, if one or more of ONE Nuclear’s nuclear reactors are interconnected to the transmission grid, then (i) that nuclear power plant would become part of the bulk power system and would have to comply with NERC and MRO reliability requirements, and (ii) that nuclear power plant would be subject to the grid interconnection process with various regulatory bodies, and the resulting interconnection agreement may need to be filed with FERC.

Changes in regulatory guidance, inspection regimes, or political oversight of nuclear infrastructure could affect the scope, timing, or cost of reactor design, development, construction, interconnection to the grid (if applicable), and operation.

If the NRC declines to issue a combined construction and operation license for any of ONE Nuclear’s planned reactors, or if FERC, SPP, NERC, MRO or the interconnecting utility imposes unexpected conditions on construction, operation, or interconnection of any of ONE Nuclear’s planned reactors, its strategy could be materially impaired. In addition, evolving federal standards on advanced reactors, emissions, and environmental impact reporting could require redesign or re-licensing of systems already under development.

ONE Nuclear may not obtain timely or successful regulatory approvals for nuclear development, which would materially impair its business model.

ONE Nuclear’s nuclear generation strategy will depend on its ability to obtain one or more combined COLs from the NRC under NRC Regulations. Nuclear power plants are subject to extensive federal regulation and must meet highly specific siting, safety, environmental, and technical criteria under NRC’s regulations. Although ONE Nuclear expects to submit a combined COL Application, the NRC’s review process is extensive and can span multiple years. Delays or denial of license issuance, imposition of additional safety reviews or design modifications, or adverse public or political opposition could prevent or delay construction start or commercial operation dates.

Further, the issuance of a COL is contingent on regulatory findings that satisfy the NRC’s standards for construction and operation, as well as environmental, seismic, and emergency planning criteria, as set forth in a final safety analysis report that addresses the “site” requirements of the NRC regulations. Any change in regulatory posture, litigation, or adverse environmental assessments could substantially impair ONE Nuclear’s ability to bring nuclear units online. The duration of a combined license, if issued, is 40 years from the date the NRC makes its finding that acceptance criteria have been met. ONE Nuclear cannot guarantee that any license will be issued, or that issued licenses will remain valid over the life of its projects.

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The Nuclear Waste Policy Act (“NWPA”) (42 U.S.C. §10101 et seq.) directed the selection and creation of a national deep geological repository for the long-term storage of spent nuclear fuel. Efforts to identify, license, and construct this site have failed, resulting in nearly all spent nuclear fuel being stored on-site at licensee facilities. A fee which the DOE was previously assessing on reactor operators has been suspended pending resolution of the storage issue. The storage of such spent fuel on-site, with the prospect that no geological repository will be available for many years, creates several potential risks to ONE Nuclear’s power projects. Recently, in Nuclear Regulatory Commission v. Texas, 605 U.S. ___ (2025), the Supreme Court of the United States rejected a challenge to the NRC’s ability to license temporary offsite storage of spent nuclear fuel. Such temporary storage onsite would represent an additional cost to ONE Nuclear. Several startups and organizations are exploring the economic potential of fuel recycling, which is a common practice in France, but ONE Nuclear can provide no assurance that ONE Nuclear could incorporate such fuel recycling.

ONE Nuclear may not be able to obtain sufficient water resources for its operations, which could materially impair its operations or impact its ability to expand its operations.

ONE Nuclear’s operations require significant quantities of water for cooling, steam generation and other processes. The availability of adequate water supplies will be essential to the operations and expansion of ONE Nuclear’s proposed power projects. Prolonged droughts, changes in precipitation patterns, increased competition for water resources or the implementation of a more stringent regulatory regime regarding water rights and water usage (or changes to such regulatory regime) could limit ONE Nuclear’s ability to obtain sufficient water for its proposed power projects. If ONE Nuclear is unable to secure the necessary water resources, ONE Nuclear could be forced to limit its operations or undergo a costly relocation. Additionally, increased cost of obtaining and treating water or compliance with other environmental regulations related to water could adversely affect ONE Nuclear’s financial conditions and results of operations.

ONE Nuclear’s costs to comply with federal, state and local environmental laws and regulations—both existing and new—may be material.

ONE Nuclear’s business is subject to extensive, evolving, and increasingly stringent federal, state, and local environmental laws and regulations. Such federal, state, and local environmental laws and regulations govern ONE Nuclear’s activities, including those laws and regulations with respect to air emissions, waste disposal, protection of environmentally sensitive areas or endangered, threatened or otherwise protected species, protection of archaeological or cultural resources, water use and discharges, and with respect to the treatment, storage, recycling, disposal, and transportation of hazardous and solid waste and low-level radioactive waste. These laws and regulations impose numerous requirements, including requiring permits to conduct hazardous and non-hazardous activities, incurring costs to limit or prevent pollution or releases of regulated materials to the environment, and imposing substantial civil, administrative and criminal penalties and liabilities for noncompliance. Noncompliance may also result in injunctive relief and potential third-party claims or citizen suits to enforce such laws and regulations. These laws and regulations may impose joint and several liability upon ONE Nuclear to address pollution or contamination on its projected power project sites, regardless of whether ONE Nuclear caused the pollution or contamination. ONE Nuclear may incur substantial costs to obtain and maintain compliance with environmental laws and regulations.

Changes in laws and regulations can occur and these changes can be difficult to predict. New laws or regulations, or more stringent enforcement of existing laws or regulations, could adversely affect ONE Nuclear’s business, financial condition and results of operations.

If ONE Nuclear cannot obtain required permits, licenses and regulatory clearance or approvals for its proposed power projects or its operations, or is unable to maintain such permits, licenses or approvals, ONE Nuclear may not be able to continue or expand its operations.

Under environmental laws and regulations ONE Nuclear will be required to obtain and maintain permits or licenses to conduct its activities and then to conduct those activities in compliance with such permits and licenses as well as with environmental laws and regulations. Issuance of permits for ONE Nuclear’s proposed projects and activities will be subject to the discretion of government authorities, and ONE Nuclear may be unable to obtain or maintain such permits. Permits required for future development may not be obtainable on reasonable terms or on a timely basis. There can be no assurance that ONE Nuclear will be able to obtain or maintain any of the permits required for the development of its proposed power projects (or any other properties that ONE Nuclear may subsequently acquire).

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Failure to obtain and maintain the required permits or licenses or failure to comply with environmental laws and regulations would have a material adverse effect on ONE Nuclear’s operations and financial condition. If any of ONE Nuclear’s facilities are unable to maintain permits or licenses or obtain any additional permits or licenses which may be required to conduct its operations, ONE Nuclear may not be able to continue those operations at these facilities, which could have a material adverse effect on ONE Nuclear’s business and operations.

Decommissioning costs and unresolved spent nuclear fuel storage and disposal policy issues, as well as current U.S. policy related to storage and disposal of used fuel from ONE Nuclear’s power plant, and/or negative customer perception of risks relating to these policies could have a significant negative impact on ONE Nuclear’s business prospects, financial condition, results of operations, and cash flows.

During the licensing process, a nuclear power plant operator must indicate how it will decommission its power plant and must have a “standard agreement” with the DOE related to the storage of the fuel waste created during the plant’s operating life. The requirements for developing the facility for fuel disposal may create both timing and cost challenges.

Specifically, the Nuclear Waste Policy Act of 1982 requires the DOE to provide for the permanent disposal of spent nuclear fuel (“SNF”) and associated high-level nuclear waste (“HLW”). In 1987, Congress amended the Nuclear Waste Policy Act to identify Yucca Mountain, in Nevada, as the only site that the DOE could consider for a permanent repository. The DOE has since failed to pursue the licensing of Yucca Mountain. While operators are currently able to successfully sue the DOE for costs incurred as a result of its continued failure to provide for permanent disposal, there is a potential in the future that operators may have to bear the costs of developing and maintaining these spent fuel storage facilities.

As such, the establishment of a national repository for the storage and/or permanent disposal of SNF, such as the one previously considered at Yucca Mountain, Nevada, the timing of such a facility’s opening and the ability of such a facility to accept waste from ONE Nuclear’s nuclear facilities, and any related regulatory action, could impact the costs associated with its powerhouses’ storage and/or disposal of SNF/HLW. These issues could be material to ONE Nuclear’s operations if potential customers view waste disposal issues or the onsite storage of SNF as problematic, detrimental or a negative factor in considering purchasing power produced by its reactors.

ONE Nuclear will be subject to laws and regulations governing the use, transportation, and disposal of toxic, hazardous and/or radioactive materials. Failure to comply with these laws and regulations could result in substantial fines and/or enforcement actions.

ONE Nuclear’s operations will be subject to a variety of federal, state, local environmental, health and safety laws and regulations governing, among other things, air emissions, wastewater discharges, management and disposal of hazardous, non-hazardous, radioactive materials and waste and remediation of releases of hazardous materials. A release of such toxic, hazardous and/or radioactive materials could pose a health risk to humans or animals.

The severity of an accidental release often depends on the volume of the release and the speed of corrective action taken by emergency response personnel, as well as other factors beyond releasor’s control, such as weather and wind conditions. Actions taken in response to an actual or suspected release of these materials, including a precautionary evacuation, could result in significant costs for which ONE Nuclear could be legally responsible. In addition to health risks, a release of these materials may cause reputational damage to the project, and could result in the loss of or damage to property and may adversely affect property values.

Additionally, ONE Nuclear will be responsible for the decommissioning of facilities where ONE Nuclear will conduct, conducts, or previously conducted, commercial, NRC-licensed, operations. Activities of ONE Nuclear’s contractors, suppliers or other counterparties similarly may involve toxic, hazardous, and radioactive materials and ONE Nuclear will be or may be liable, contractually or under applicable law, to contribute to the remediation of damage or other costs arising from such activities, including the decontamination and decommissioning of third-party facilities.

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ONE Nuclear may be liable if ONE Nuclear fails to comply with federal, state, and local environmental, health and safety laws and regulations with respect to hazardous or radioactive materials. Failing to comply with such laws and regulations, including failing to obtain any necessary permits, could result in substantial fines or enforcement actions. These actions might require ONE Nuclear to stop or curtail operations or conduct or fund remedial or corrective measures, make additional investments into safety-related improvements or perform other actions. The enactment of more stringent laws, regulations or permit requirements or other unanticipated events may arise in the future and adversely impact ONE Nuclear’s ability to operate, which could materially and adversely affect ONE Nuclear’s business, financial condition, and results of operations. ONE Nuclear could incur substantial costs as a result of a violation of, or liabilities under, environmental laws.

Nuclear project execution depends on specialized vendors, whose failure or delay could materially impact ONE Nuclear’s business.

ONE Nuclear’s nuclear facilities will rely heavily on manufacturers of nuclear reactors and their partners for design compliance, engineering support, component manufacturing, and field commissioning. While ONE Nuclear is in active discussions with multiple reactor manufacturers regarding the procurement of reactors, ONE Nuclear does not have a binding agreement with any such manufacturer for such procurement and can provide no assurance regarding the timing or terms of such agreement. Nuclear reactors are highly sophisticated and integrated systems that depend on successful vendor coordination. Failure by any key subcontractor or vendor to meet quality, schedule, or cost obligations could delay commercial operation dates.

ONE Nuclear will be subject to execution risks with respect to its natural gas power sources.

While ONE Nuclear’s planned natural gas offerings will diversify power generation, it introduces risks related to:

● fuel pricing volatility and natural gas pipeline transportation issues;

● equipment procurement and construction timing for combined cycle combustion turbine gensets and reciprocating engines; and

● battery safety, longevity, and regulatory fire protection standards.

ONE Nuclear’s decision to deploy a large number of reciprocating engines on an accelerated schedule introduces execution risks related to equipment availability, procurement timelines, and construction labor. While this approach enhances system reliability and reduces reserve capacity requirements, it also increases the complexity of coordination across multiple vendors, EPC contractors, and commissioning phases. Delays in reciprocating engines delivery, civil works, or fuel routing may materially adversely impact the readiness of initial MW blocks or delay the commissioning of downstream combined cycle assets. In addition, fuel consumption from may expose the project to sensitivity around long-term gas supply contracting and volume stability.

Furthermore, ONE Nuclear will be reliant on third-party OEMs and EPC contractors for project delivery, and disruptions or quality control issues could affect its energy availability and cost structure. Failure to become operational in full compliance with all applicable regulatory standards could materially impair ONE Nuclear’s operational timelines, future project timeline, and long-term value. ONE Nuclear continues to engage proactively with relevant agencies, advisors, and policymakers to mitigate these risks.

ONE Nuclear will be subject to complex, evolving, and potentially burdensome regulatory requirements.

ONE Nuclear’s business will be subject to regulation by various federal, state and local governmental agencies. In the United States, such regulation includes the radioactive material exposure and nuclear facilities regulatory activities of the NRC, the DOE, NERC, MRO, FERC, various state regulators, the anti-trust regulatory activities of the Federal Trade Commission and Department of Justice, the import/export regulatory activities of the Department of Commerce, the Department of State and the Department of Treasury, the regulatory activities of the Department of Labor (including the Occupational Safety and Health Administration), the regulations of the FDA, the environmental regulatory activities of the Environmental Protection Agency, the regulatory activities of the Equal Employment Opportunity Commission and tax and other regulations by a variety of regulatory authorities in each of the areas in which ONE Nuclear will conduct business. These include licensing of nuclear power plants, environmental reviews, safety assessments, emissions and discharge standards for environmental contaminants (including discharges to air and water, as well as waste disposal), and water use permitting. Regulatory approvals may impose restrictions, conditions, or delays that impact project economics or construction sequencing. For additional information, see the section titled “Government Regulation.”

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The NRC may modify, suspend, or revoke licenses, shut down a nuclear facility and impose civil penalties for failure to comply with the Atomic Energy Act, the NRC’s regulations thereunder, or the terms of the licenses for construction and operation of nuclear facilities.

Interested parties may also intervene and file protests against ONE Nuclear and its power projects, which could result in prolonged proceedings. A change in the Atomic Energy Act, other applicable statutes, or the applicable regulations or licenses, or the NRC’s interpretation thereof, may require a substantial increase in capital expenditures or may result in increased operating or decommissioning costs and could materially affect the results of operations, liquidity, or financial condition of ONE Nuclear. A change in the classification of a plant owned by one of these companies under the NRC’s reactor oversight process, which is the NRC’s program to collect information about plant performance, assess the information for its safety significance, and provide for appropriate licensee and NRC response, also could cause the owner of the plant to incur material additional costs as a result of the increased oversight activity and potential response costs associated with the change in classification.

Changes in laws or regulations, or shifts in political or public sentiment against nuclear or energy development, could materially increase compliance burdens or limit ONE Nuclear’s ability to operate.

Accidents involving nuclear power facilities, including but not limited to events similar to the Three Mile Island or Fukushima Daiichi nuclear accidents, or other high profile events involving radioactive materials, could materially and adversely affect the public perception of the safety of nuclear energy, ONE Nuclear’s customers and the markets in which ONE Nuclear operates and potentially decrease demand for nuclear energy or facilities, increase regulatory requirements and costs or result in liabilities or claims that could materially and adversely affect ONE Nuclear’s business.

Historical nuclear accidents and/or future incidents resulting in the uncontrolled release of radioactive material and fears of a new nuclear accident could hinder ONE Nuclear’s efforts to develop new nuclear facilities. Nuclear power faces strong opposition from certain individuals and organizations both in the United States and abroad. With respect to public perceptions, the accident that occurred at the Fukushima nuclear power plant in Japan in 2011 increased public opposition to nuclear power in some countries, resulting in a slowdown in, or, in some cases, a complete halt to new construction of nuclear power plants, an early shut down of existing power plants and a dampening of the favorable regulatory climate needed to introduce new nuclear technologies. As a result of the Fukushima accident, some countries that were considering launching new domestic nuclear power programs delayed or cancelled the preparatory activities they were planning to undertake as part of such programs. In the past, adverse public reaction, increased regulatory scrutiny and related litigation contributed to extended licensing and construction periods for new nuclear power plants, sometimes delaying construction schedules by decades, or even shutting down operations at already-constructed nuclear power facilities.

Additionally, such an accident could lead to a pause in regulatory approval by the NRC, a change in regulatory compliance requirements increasing the cost and/or delaying the schedule associated with procuring necessary licenses, the creation of new licenses or regulatory requirements, additional governmental oversight concerns and compliance costs, a change in binding international treaties or agreements altering the rules governing the operation of nuclear power facilities or a change in the liability exposure of the project, a change in rules applying to private ownership of nuclear power facilities, or a ban on nuclear power. Such an accident need not occur at one of ONE Nuclear’s power projects or within the United States to result in these public and governmental reactions and requirements.

Successful execution of ONE Nuclear’s business model will depend upon public and political support for nuclear power in the United States and other countries. The risks associated with uses of radioactive materials by ONE Nuclear’s customers, and the public perception of those risks, can affect ONE Nuclear’s business. Opposition by third parties can delay or prevent the licensing and construction of new nuclear power facilities and in some cases can limit the operation of nuclear reactors. Adverse public reaction to developments in the use of nuclear power could directly affect ONE Nuclear’s customers and indirectly affect its business. If a high-visibility or high-consequence nuclear incident, including the loss or mishandling of nuclear materials, or other event, such as a terrorist attack involving a nuclear facility, occurs, public opposition to nuclear power may increase dramatically, regulatory requirements and costs could become more onerous or prohibitive, and customer demand could suffer, which could materially and adversely affect ONE Nuclear’s business prospects, financial condition, results of operations and cash flows.

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ONE Nuclear will be subject to federal environmental review processes, including NEPA, that may materially delay or restrict project development.

Portions of ONE Nuclear’s development may trigger federal environmental reviews under NEPA, depending on the use of federal funding, involvement of federal lands or water systems, or participation in programs such as the DOE Loan Programs Office. These processes require environmental assessments or environmental impact statements, which can introduce significant uncertainty and delay. In some cases, NEPA reviews can take multiple years to complete and are subject to litigation by environmental advocacy groups or local stakeholders. The DOE published the interim final rule on July 3, 2025, at 90 FR 29676, which amends much of 10 CFR 1021, the regulations for DOE’s procedures for implementing NEPA. It also proposes an exemption from certain NEPA requirements for emergency situations. Notably, President Trump declared a national energy emergency on January 20, 2025, and there is an ongoing national emergency concerning cyber-enabled activities. These declarations could provide opportunities for ONE Nuclear to seek exemptions to certain resource consuming permitting requirements associated with ONE Nuclear’s planned operations. Alternatively, a change to these policies could result in additional costs and delays in licensing.

Adverse findings or delays in NEPA review could prevent site preparation, construction, or interconnection activities any of which would materially adversely affect ONE Nuclear’s business, results of operations and financial condition. ONE Nuclear may also face indirect delays if third-party infrastructure (e.g., gas pipelines or transmission upgrades) triggers NEPA reviews beyond its control.

Additionally, recent action taken by the current presidential administration has resulted in changes to NEPA regulations. Although guidance released by the administration advises the implementation of NEPA in a way that expedites permitting and prioritizes energy production, the impact of these recent actions may result in delays as these changes are understood and then executed by applicable federal agencies.

Regulatory changes or political shifts could materially adversely affect nuclear licensing and financial feasibility.

Nuclear policy in the United States is evolving, including through the passage of the ADVANCE Act in 2024 and through the efforts of the Trump Administration. While recent years have seen bipartisan support for advanced reactor deployment and DOE funding programs (e.g., the Advanced Reactor Demonstration Program), the regulatory and political environment may change. Shifts in federal administration, state-level opposition, or judicial challenges to nuclear permitting frameworks could create uncertainty or add cost burdens. Similarly, changes in tax credit policy or low-carbon energy investment programs could materially reduce the financial attractiveness of nuclear energy at ONE Nuclear’s proposed power projects.

Commodity prices (particularly for natural gas) could impact the economic viability of ONE Nuclear’s businesses or impair its ability to commence operations if ONE Nuclear is not able to adequately pass through the cost of natural gas and other raw materials to its customers.

Natural gas will represent the primary fuel necessary to generate the initial power at ONE Nuclear’s power projects. Although ONE Nuclear expects to enter into contracts with its customers that will provide for contractual pass-through provisions relating to the cost of natural gas, there are no assurances that the costs of natural gas process will be effectively passed through or that ONE Nuclear will be able to offset fully, or on a timely basis, the effects of higher natural gas costs. Commodity prices are inherently volatile and are subject to fluctuations in response to changes in supply and demand, market uncertainty and a variety of additional factors that are beyond ONE Nuclear’s control. ONE Nuclear’s business depends heavily on the successful execution of an energy development plan that includes the construction and operation of numerous gas-fired generation assets that will require an increase in baseline fuel consumption, which may expose the projects to higher sensitivity around long-term gas supply contracting and volume stability. While ONE Nuclear expects to secure strategic relationships with gas providers, ONE Nuclear will remain exposed to fluctuations in natural gas prices. If ONE Nuclear is not able to effectively pass through the cost of natural gas or other raw materials to its customers, fluctuations in commodity prices have the potential to negatively impact its ability to achieve its earnings or cash flow targets, which could have a material adverse effect on its business, results of operations and financial condition. In addition, actual power prices and fuel costs will differ from those assumed in financial projections used to value ONE Nuclear’s trading and marketing transactions, and those differences may be material. As a result, ONE Nuclear’s financial results may be diminished in the future as those transactions are marked to market.

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Furthermore, worldwide political, economic, and military events have contributed to oil and natural gas price volatility and are likely to continue to do so in the future. The broader consequences of the Russian-Ukrainian conflict and unrest in the Middle East, which may include further sanctions, embargoes, supply chain disruptions, regional instability and geopolitical shifts, may have adverse effects on global macroeconomic conditions, increase volatility in the price and demand for oil and natural gas, increase exposure to cyberattacks, cause disruptions in global supply chains, increase foreign currency fluctuations, cause constraints or disruption in the capital markets and limit sources of liquidity. ONE Nuclear cannot predict the extent of the conflicts’ effects on its business and results of operations as well as on the global economy and energy markets.

ONE Nuclear’s natural gas supply will be subject to market volatility and pipeline transportation risk.

While ONE Nuclear expects to secure strategic relationships with natural gas providers and natural gas pipelines, ONE Nuclear will be exposed to fluctuations in natural gas prices. See “—Commodity prices (particularly for natural gas) could impact the economic viability of ONE Nuclear’s businesses and the Company’s ability to commence operations.” Price spikes, regional delivery bottlenecks, pipeline outages, weather-related interruptions to wellhead production and related impacts on available pipeline deliveries, or contractual disputes could increase ONE Nuclear’s levelized cost of energy (“LCOE”) and reduce margin on take-or-pay tenant contracts. Delivery of natural gas will depend on functional and contractual pipeline interconnects. In addition, the use of alternative forms of transportation such as trucks or rail transportation of LNG involve risks as well. For example, recent and well-publicized accidents involving trains delivering energy commodities could result in increased levels of regulation and transportation costs. ONE Nuclear’s gas providers are dependent on third-party pipeline infrastructure to deliver their natural gas production to ONE Nuclear. In addition to causing production curtailments, capacity constraints can also increase the price ONE Nuclear pays for natural gas.

Our energy generation strategy requires multi-year planning and access to specialized equipment.

Nuclear reactors, gas turbines, reciprocating engines, HRSGs, transformers, and utility-scale battery systems all require long lead-times and complex shipping, staging, and installation logistics. Certain assets, like turbines, may only be available on the secondary market or through refurbishment programs. Any failure to source or deploy these assets in a timely manner could affect ONE Nuclear’s development schedule and financial forecast.

In addition, ONE Nuclear may fail to meet requirements for energy-related federal incentives. ONE Nuclear expects to rely on potential eligibility for numerous federal energy programs and tax incentives, such as the:

● 45J Nuclear Production Tax Credit;

● 45Q Carbon Capture Tax Credit;

● 45V Clean Hydrogen Tax Credit; and

● 48C Advanced Manufacturing Credit.

Each of these programs has eligibility thresholds, domestic content rules, prevailing wage mandates, and reporting burdens. If ONE Nuclear is unable to structure its SPEs or operations to meet these requirements, ONE Nuclear may forfeit millions of dollars in expected benefits or financing backstops. In addition, changes to these credits currently under review by President Trump, the U.S. House of Representatives and the U.S. Senate, or under subsequent review in the future, due to tax reforms or political policy redirection initiatives, could materially adversely reduce the return profile of ONE Nuclear’s energy assets.

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ONE Nuclear may be subject to opposition from environmental groups, litigation, or reputational campaigns, which could delay permitting or reduce site flexibility.

New nuclear projects as well as some other types of energy projects (and their associated infrastructure) in the United States frequently face opposition from non-governmental organizations, environmental advocacy coalitions, and some local stakeholders. These groups may challenge NRC proceedings, file administrative appeals, or initiate litigation under NEPA, the Clean Water Act, or the Endangered Species Act (“ESA”) as well as challenge government activities to grant required environmental permits. Even unsuccessful litigation can delay project timelines, increase legal costs, and discourage investors or tenants.

Furthermore, reputational campaigns in media or political venues, particularly those focused on water usage, emissions from backup gas infrastructure, or perceived AI overreach, may generate public controversy that slows permitting or discourages tenant commitments.

In addition, future power projects will interact with environmental and public stakeholder processes, especially regarding land selection, nuclear permitting, air quality emissions, and water usage. Any local opposition or environmental group litigation could restrict ONE Nuclear’s ability to expand or require costly mitigation efforts.

Risks Related to ONE Nuclear’s Governance and Operating Model

ONE Nuclear will rely on a highly concentrated leadership team and may face succession or key personnel risks.

ONE Nuclear is led by a senior management team with extensive experience in the management and development of energy and infrastructure projects. ONE Nuclear’s team includes individuals with deep institutional knowledge of its operating model, site entitlement history, and financing structure. However, ONE Nuclear’s operations and the growth of its business are still dependent on a relatively small group of key personnel. If one or more of ONE Nuclear’s executive officers or senior advisors, including its CEO, CFO, CSO and COO were to become unavailable to ONE Nuclear, ONE Nuclear may not be able to replace their expertise in a timely manner or at all. The loss of their services, and the inability to recruit or retain key personnel, could delay business decisions, impact external relationships, disrupt execution of critical milestones and have a material adverse effect on ONE Nuclear’s business prospects, financial condition and results of operations.

In addition, the success of ONE Nuclear’s operations will depend, in part, on its ability to identify, attract, develop and retain experienced personnel. There is competition within ONE Nuclear’s industry for experienced technical personnel and certain other professionals, which could increase the costs associated with identifying, attracting and retaining such personnel. If ONE Nuclear cannot identify, attract, develop or retain key personnel, including technical and professional personnel, its ability to compete in its industry and implement its business plans could be materially harmed.

Some members of ONE Nuclear’s management team have limited experience in operating a public company.

Some members of ONE Nuclear’s management team, including its executive officers, have limited experience in the management of a publicly-traded company. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities, which will result in less time being devoted to ONE Nuclear’s business’ management and growth. ONE Nuclear may need to add additional personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting to maintain what is required of public companies in the United States. The development and implementation of the standards and controls necessary for ONE Nuclear to maintain the level of accounting standards required of a public company in the United States may require greater costs than expected. ONE Nuclear could be required to expand its employee base and hire additional employees and advisors to support its operations as a public company, which will increase its operating costs in future periods.

ONE Nuclear may enter into related-party transactions that could pose conflicts of interest or governance scrutiny.

Certain of ONE Nuclear’s founders, executives, and strategic advisors may in the future be investors, vendors, or partners in Company-related development entities or energy SPEs. However, such dual roles may pose perceived or actual conflicts of interest, particularly in matters of pricing, revenue sharing, or site access. If these conflicts are not properly managed or disclosed, they could damage investor confidence or subject ONE Nuclear to regulatory investigation or litigation.

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Risks Related to Market Conditions and Macroeconomic Factors

Adverse macroeconomic conditions could impair ONE Nuclear’s ability to raise capital or complete development phases.

The success of ONE Nuclear’s proposed power projects will depend on continued access to both equity and project-level debt to fund real estate, energy, and infrastructure development. In the event of economic downturns, financial market volatility, interest rate increases, or reduced investor risk appetite, particularly for real asset or infrastructure investments, ONE Nuclear may be unable to secure sufficient capital on acceptable terms or at all. This could result in construction delays, contract renegotiations, or asset impairments, any of which would have a material adverse effect on ONE Nuclear’s business, results of operations and cash flows.

Cost overruns and inflationary pressures could materially increase development and operating costs and impact ONE Nuclear’s capital budget and profitability.

Construction at the proposed power projects is expected to span multiple years and include capital-intensive civil, electrical, and mechanical engineering work. The prices of steel, concrete, turbine components, piping systems, data center racks, and high-voltage equipment and the associated labor have experienced material inflation in recent years. Similarly, prices for imported materials, equipment and supplies used in ONE Nuclear’s business may also be negatively impacted by tariff policy, which can be inflationary. If inflation or tariffs affect labor rates, raw materials (e.g., steel, concrete), or specialized equipment, ONE Nuclear’s project budgets may increase significantly. Historically, nuclear projects in the U.S. have experienced budget escalations due to engineering rework, licensing scope changes, and schedule slippage. Similarly, labor costs for skilled construction workers, electricians, and qualified engineers continue to rise.

If inflation persists or accelerates, the cost to complete ONE Nuclear’s power projects may exceed estimates, reducing return on investment and increasing reliance on additional capital raises. While ONE Nuclear has incorporated contingency planning into its baseline financial models, these provisions may not be sufficient to cover real-time market variability. Unexpected inflation or commodity price shocks may necessitate budget revisions or additional capital raising.

Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on ONE Nuclear’s business and results of operations.

The United States government has indicated its intent to adopt a new approach to trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements. It has also initiated or is considering the imposition of tariffs on certain foreign goods and products. Changes in United States trade policy have resulted in many United States trading partners adopting responsive trade policies, and additional responsive trade policies could be adopted in the future. These measures could materially increase the costs ONE Nuclear incurs in developing, deploying and maintaining its reactors, gas turbines and other long-lead time components.

ONE Nuclear will depend on a limited number of suppliers, including suppliers of reactors, gas turbines and other long-lead time system components that may be manufactured oversees, to provide ONE Nuclear, directly or through other suppliers, with items such as equipment for the construction and development of reactors, other components and raw materials. Tariffs on such components would increase ONE Nuclear’s costs to the extent those components are imported into the United States. While a certain portion of the increased costs may be absorbed by certain suppliers, some suppliers may struggle to absorb the increased costs, especially over the long term, potentially leading to supply disruptions or cost pass-throughs to ONE Nuclear, which may lead to an increase in expenditures. Any shortage, delay or component price change from these suppliers, including as a result of changes in exchange rates, taxes or tariffs, could result in sales and installation delays, cancellations and loss of market share. If there are substantial tariffs imposed by the United States on countries from which ONE Nuclear imports certain key products, ONE Nuclear may not be able to pass the cost through to its customers.

ONE Nuclear cannot predict future trade policy or the terms of any renegotiated trade agreements and their impact on its business. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact demand for ONE Nuclear’s products, costs, customers, suppliers, and the United States economy, which in turn could adversely impact its business, financial condition and results of operations. ONE Nuclear’s attempts to mitigate potential disruptions to its supply chain and offset procurement and operational cost pressures, such as through alternative sourcing and/or increases in the selling prices of ONE Nuclear’s products, may not be successful. To the extent that cost increases result in significant increases in expenditures, or if price increases are not sufficient to offset these increased costs adequately or in a timely manner, and/or if revenues decrease, ONE Nuclear’s business, financial condition or operating results may be adversely affected.

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Interest rate fluctuations may increase cost of capital and reduce profitability.

ONE Nuclear’s proposed power projects will utilize a mix of fixed and variable rate financing instruments across SPEs. Increases in benchmark interest rates, lender spreads, or risk premiums for long-duration infrastructure projects may increase debt service costs, reduce debt availability, or constrain financial flexibility. Rising rates may also reduce the relative attractiveness of ONE Nuclear’s common equity to yield-seeking investors, limiting the success of this offering or future follow-on financings.

Shifts in federal, state, or local policy may affect permitting, taxation, or infrastructure incentives.

ONE Nuclear’s development strategy is currently supported by a policy environment that encourages energy innovation, U.S.-based manufacturing, and advanced infrastructure deployment. However, changes in political leadership or budget priorities at the federal or state level could result in the rollback of tax credits (such as 45Q, 45J, 45V, or 48C), delays in DOE funding programs, or new environmental permitting requirements. At the state level, changes in law or interpretation regarding water rights, transmission access, or land use could materially adversely impact ONE Nuclear’s projects’ ability to expand or conduct core business any of which could materially adversely affect ONE Nuclear’s business.

Global supply chain disruptions may delay delivery of critical infrastructure components.

ONE Nuclear’s projects will require timely procurement of reciprocating engines, gas turbines, transformers, power electronics, nuclear reactor components, and HVAC systems, among others—many of which originate from international vendors. Acts of God, geopolitical conflict, war, terrorism, social unrest, global health crises, trade restrictions, maritime shipping delays, or semiconductor shortages may result in global supply chain disruptions that could delay site readiness, reduce operational capacity, or force reprioritization of development phases.

Risks Related to HVII and the Business Combination

The Sponsor and HVII’s officers and directors have agreed to vote in favor of the Business Combination, regardless of how the HVII Shareholders vote.

Unlike many other blank check companies in which the sponsor, officers, and directors agree to vote their Founder Shares in accordance with the majority of the votes cast by HVII Public Shareholders in connection with an initial business combination, the Sponsor and HVII’s officers and directors have agreed to vote any HVII Class B Ordinary Shares owned by them in favor of the Business Combination. As of the record date, the Sponsor and HVII’s officers and directors beneficially own an aggregate of approximately 6,833,333 HVII Ordinary Shares. As a result, in addition to the Initial Shareholders’ Founder Shares and HVII Class A Ordinary Shares, HVII would need (i) 6,178,334, or 32.52%, of the 19,000,000 HVII Public Shares sold in the IPO to be voted in favor of the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the Director Election Proposal and (ii) 10,515,556, or 55.3%, of the 19,000,000 HVII Public Shares sold in the IPO to be voted in favor of the Organizational Documents Proposal in order to have the Business Combination approved, assuming all outstanding shares are voted and the parties to the Letter Agreement do not acquire any HVII Public Shares. Assuming that only the holders of one-half of its issued and outstanding HVII Ordinary Shares, representing a quorum under the HVII Charter, vote their HVII Ordinary Shares at the HVII Shareholders’ Meeting, and also assuming that the parties to the Letter Agreement do not acquire any HVII Public Shares, in addition to the Initial Shareholders’ Founder Shares and HVII Class A Ordinary Shares (i) HVII would not need any HVII Public Shares to be voted in favor of the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the Director Election Proposal in order to approve the Business Combination but (ii) HVII would need 1,841,112, or 9.7%, of the 19,000,000 HVII Public Shares sold in the IPO to be voted in favor of the Organizational Documents Proposal in order to have the Business Combination approved.

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HVII may not be able to complete its initial business combination within the Completion Window, in which case it would cease all operations except for the purpose of winding up and it would redeem HVII Class A Ordinary Shares and liquidate, in which case HVII Shareholders may only receive $10.00 per HVII Public Share, or less than such amount in certain circumstances, and HVII Rights will expire worthless.

The HVII Charter provides that HVII must complete its initial business combination within the Completion Window. HVII may not be able to find a suitable target business and complete its initial business combination within such time period. An increasing number of SPACs have liquidated in 2022 through 2024 due to an inability to complete an initial business combination within such allotted completion window. Furthermore, HVII’s ability to complete its initial business combination within the Completion Window may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein, including the impact of events such as the war between Russia and Ukraine and the recent escalation of the Israel-Hamas conflict.

If HVII has not completed its initial business combination within such time period, it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the HVII Class A Ordinary Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to HVII for permitted withdrawals, divided by the number of then outstanding HVII Class A Ordinary Shares, which redemption will completely extinguish HVII Shareholders’ rights as HVII Shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of HVII’s remaining HVII Shareholders and the HVII Board, liquidate and dissolve, subject in each case to HVII’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, HVII Public Shareholders may only receive $10.00 per share, and HVII Rights will expire worthless. In certain circumstances, the HVII 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 Units, HVII Class A Ordinary Share, or HVII Rights from HVII Public Shareholders, which may influence the vote on the Business Combination and reduce the public “float” of HVII Class A Ordinary Shares.

The Sponsor and HVII’s directors, officers, advisors, or any of their respective affiliates may purchase HVII Units, HVII Class A Ordinary Shares, or HVII Rights or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of the 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 the 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 the Business Combination. However, they have no current commitments, plans, or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase HVII Units, HVII Class A Ordinary Shares or HVII Rights in such transactions. If they engage in such transactions, they will not make 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 HVII Shareholder, although still the record holder of HVII 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 HVII Class A Ordinary Shares in privately negotiated transactions from HVII Public Shareholders who have already elected to exercise their Redemption Rights, such selling HVII Shareholders would be required to revoke their prior elections to redeem their HVII 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 HVII Class B Ordinary Shares and HVII Class A Ordinary Shares.

The purpose of such purchases would be to ensure that such shares would not be redeemed in connection with the Business Combination. Any such purchases of HVII Securities may result in the completion the Business Combination, which may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

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In addition, if such purchases are made, the public “float” of HVII Class A Ordinary Shares or HVII 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 New ONE Nuclear Securities on a national securities exchange post-Business Combination.

The Sponsor and HVII’s officers, directors, advisors, and/or any of their respective affiliates anticipate that they may identify HVII 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 HVII Public Shareholders contacting HVII directly or by HVII’s receipt of redemption requests submitted by HVII Public Shareholders following HVII’s mailing of proxy materials in connection with the 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 HVII Public Shareholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against the Business Combination, but only if such HVII Ordinary Shares have not already been voted at the HVII Shareholders’ Meeting. Such persons would select the HVII 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 HVII Public Shareholder would receive if it elected to redeem its shares in connection with the 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 and New ONE Nuclear’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 special meeting.

HVII Public Shareholders will experience immediate dilution as a consequence of the issuance of shares of New ONE Nuclear Common Stock as consideration in the Business Combination and due to future issuances pursuant to the Incentive Plan and the HVII Rights. Having a minority stock ownership position may reduce the influence that current HVII Shareholders have on the management of New ONE Nuclear.

HVII Public Shareholders who do not redeem their HVII Class A Ordinary Shares will experience immediate dilution as a consequence of the issuance of shares of New ONE Nuclear Common Stock as consideration in the Business Combination and may experience dilution from several additional sources to varying degrees in connection with and after the Business Combination, including the following:

● Approximately 96.7 million shares of New ONE Nuclear Common Stock are anticipated to be issued as consideration in the Business Combination, valued at $10.34 per share (based on amount in the Trust Account as of November 30, 2025, net of accrued taxes). This represents approximately 77.9% or 92.0% of the number of shares of New ONE Nuclear Common Stock that will be outstanding following the consummation of the Business Combination, assuming the No Redemption Scenario and the Maximum Redemption Scenario, respectively; and

● New ONE Nuclear will reserve [   ]% of the number of outstanding shares of New ONE Nuclear Common Stock (as of immediately following the Business Combination) pursuant to the Incentive Plan and expects to grant equity awards under the Incentive Plan. The granted awards, when vested and settled or exercisable, may result in the issuance of additional shares up to the amount of the share reserve under the Incentive Plan.

HVII Public Shareholders who do not redeem their HVII Class A Ordinary Shares may also experience dilution in connection with or after the Business Combination as a result of the PIPE Investment, if any, and the amount of any such dilution will depend on the final terms of the PIPE Investment.

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The issuance of additional shares of New ONE Nuclear Common Stock (or other equity securities of equal or senior rank) including through the exercise of rights or options, could have the following effects for HVII Public Shareholders who elect not to redeem their shares:

● your proportionate ownership interest in New ONE Nuclear will decrease;

● the relative voting strength of each previously outstanding share of New ONE Nuclear Common Stock will be diminished; or

● the market price of shares of New ONE Nuclear Common Stock may decline.

HVII or ONE Nuclear may waive one or more of the conditions to the Business Combination.

HVII may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Business Combination, to the extent permitted by the HVII Charter and applicable laws. For example, it is a condition to HVII’s obligations to close the Business Combination that certain of ONE Nuclear’s representations and warranties are true and correct in all respects as of the closing date, except where the failure of such representations and warranties to be true and correct, taken as a whole, does not result in a material adverse effect. However, if the HVII Board determines that it is in the HVII Public Shareholders’ best interest to waive any such Company Material Adverse Effect (as defined in the Business Combination Agreement), then the HVII Board may elect to waive that condition and close the Business Combination. Additionally, pursuant to the terms of the Business Combination Agreement, as a closing condition (subject to certain exceptions), the shares of New ONE Nuclear Common Stock to be issued in connection with the Business Combination are to be approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. Following the Closing, the shares of New ONE Nuclear Common Stock are intended to be listed, subject to Nasdaq approval, under the proposed symbol “ONEN.” It is important for you to know that, at the time of our extraordinary general meeting, we may not have received from Nasdaq either confirmation of the listing of the shares of New ONE Nuclear Common Stock or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other Proposals without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived or is subject to an exception and therefore the shares of New ONE Nuclear Common Stock would not be listed on any nationally recognized securities exchange.

HVII is not able to waive the condition that HVII Shareholders approve the Business Combination. Additionally, ONE Nuclear may agree to waive, in whole or in part, some of the conditions to their obligations to complete the Business Combination to the extent permitted by the ONE Nuclear Organization Documents and applicable laws.

The existence of the financial and personal interests of the HVII directors may result in a conflict of interest on the part of one or more of the directors between what such director or directors may believe is best for HVII and what such director or directors may believe is best for themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, HVII does not believe there will be any material changes or waivers that HVII’s directors and officers would be likely to make after the mailing of this proxy statement/prospectus. HVII will circulate a new or amended proxy statement/prospectus if changes to the terms of the Business Combination would have a material impact on HVII Shareholders is required prior to the vote on the Business Combination Proposal.

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HVII Public Shareholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate their investment, therefore, HVII Public Shareholders may be forced to sell their HVII Class A Ordinary Shares or HVII Rights, potentially at a loss.

HVII Public Shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) HVII’s completion of an initial business combination, and then only in connection with those HVII Class A Ordinary Shares that such HVII Public Shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any HVII Public Shares properly submitted in connection with a HVII Public Shareholder vote to amend the SPAC Charter (A) to modify the substance or timing of our obligation to provide for the redemption of HVII Public Shares in connection with an initial business combination or to redeem 100% of HVII Class A Ordinary Shares if HVII has not consummated an initial business combination within the Completion Window or (B) with respect to any other provision relating to HVII Shareholders’ rights or pre-initial business combination activity and (iii) the redemption of HVII Public Shares if HVII is unable to complete an initial business combination within the Completion Window, subject to applicable law and as further described herein. In no other circumstances will a HVII Public Shareholder have any right or interest of any kind in the Trust Account. Holders of HVII Rights will not have any right to the proceeds held in the Trust Account. There are no redemption rights with respect to the HVII Rights. Accordingly, to liquidate their investment, HVII Public Shareholders may be forced to sell their HVII Class A Ordinary Shares or HVII Rights, potentially at a loss.

If third parties bring claims against HVII, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by HVII Public Shareholders may be less than $10.00 per HVII Public Share.

HVII’s placing of funds in the Trust Account may not protect those funds from third-party claims against it. Although HVII has sought to have all vendors, service providers, prospective target businesses and other entities with which it does business execute agreements with HVII waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of HVII Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against HVII’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, HVII’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to HVII than any alternative. WithumSmith+Brown, PC (“Withum”), HVII’s independent registered public accounting firm, and the underwriters of the IPO have not executed agreements with HVII waiving such claims to the monies held in the Trust Account. Otherwise, HVII is not aware of any product or service providers who have not or will not provide such waiver.

Examples of possible instances where HVII may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with HVII and will not seek recourse against the Trust Account for any reason. Upon redemption of HVII Class A Ordinary Shares, if HVII is unable to complete its initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with its initial business combination, HVII will be required to provide for payment of claims of creditors that were not waived that may be brought against it within the 10 years following redemption. Accordingly, the per-share redemption amount received by HVII Public Shareholders could be less than the $10.00 per HVII Public Share initially held in the Trust Account, due to claims of such creditors. Pursuant to the Letter Agreement, the Sponsor has agreed that it will be liable to HVII if and to the extent any claims by a third party (other than HVII’s independent registered public accounting firm) for services rendered or products sold to HVII, or a prospective target business with which HVII has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per HVII Class A Ordinary Share and (ii) the actual amount per HVII Class A Ordinary Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per HVII Public Share due to reductions in the value of the trust assets, less permitted withdrawals, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under HVII’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, HVII has not asked the Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of HVII. Therefore, HVII cannot assure investors that the Sponsor would be able to satisfy those obligations. None of HVII’s officers or directors will indemnify HVII for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

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If HVII consummates a business combination, on the other hand, HVII will be liable for all such claims. These obligations of the Sponsor may have influenced the HVII Board’s decision to approve the Business Combination and to continue to pursue such merger. In considering the recommendations of the HVII Board to vote for the Business Combination Proposal and other proposals herein, HVII Shareholders should consider these interests.

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

HVII Units, HVII Class A Ordinary Shares and HVII Rights are currently 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, and if HVII is delisted from Nasdaq, it may harm HVII’s ability to complete the Business Combination or an alternative initial business combination, as HVII may no longer be attractive as a merger partner if it is no longer listed on Nasdaq or another national securities exchange. In order to continue listing HVII’s securities on Nasdaq prior to its initial business combination, HVII must maintain certain financial, distribution and share price levels. Generally, HVII must maintain a minimum market value of listed securities (generally $50,000,000), a minimum number of publicly held shares with a minimum market value (generally 1.1 million publicly held shares with a minimum of $15 million market value), a minimum bid price (generally $1.00 per share) and a minimum number of holders of its securities (generally 400 public holders). Additionally, in connection with the 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, to list on the Nasdaq Global Market, the HVII Public Share price would generally be required to be at least $4.00 per share, the market value of its listed securities would generally be required to be at least $75 million, the number of unrestricted publicly held shares must be at least 1.1 million with an aggregate market value of at least $20 million and HVII would be required to have a minimum of 400 round lot holders (with at least 50% of such round lot holders holding securities with a market value of at least $2,500) of its securities. There is no assurance that HVII will be able to meet those initial listing requirements at that time.

Additionally, HVII Units and HVII Rights will not be traded after completion of the Business Combination.

If Nasdaq delists HVII’s securities from trading on its exchange and HVII is not able to list its securities on another national securities exchange, it is expected that HVII’s securities could be quoted on an over-the-counter market. 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 Class A Ordinary Shares are “penny stock” which will require brokers trading in HVII 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;

● institutional investors losing interest in HVII securities:

● making HVII a less attractive acquisition vehicle to a target business in connection with an initial business combination;

● a limited amount of news and analyst coverage; and

● a decreased ability to issue additional securities or obtain additional financing in the future.

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

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HVII does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for HVII to complete an initial business combination with which a substantial majority of HVII Public Shareholders do not agree.

The HVII Charter does not provide a specified maximum redemption threshold. HVII’s initial proposed business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners; (ii) cash to be transferred to the target for working capital or other general corporate purposes; or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. As a result, HVII may be able to complete its initial business combination even though a substantial majority of HVII Public Shareholders do not agree with the transaction and have redeemed their HVII Ordinary Shares or, if HVII seeks HVII Public 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, have entered into privately negotiated agreements to sell their HVII Public Shares to the Sponsor or HVII’s officers, directors or their affiliates. In the event the aggregate cash consideration HVII would be required to pay for all HVII Class A Ordinary Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to HVII, it will not complete the initial business combination or redeem any HVII Class A Ordinary Shares, all HVII Class A Ordinary Shares submitted for redemption will be returned to the holders thereof, and HVII instead may search for an alternate business combination.

If a shareholder fails to receive notice of HVII’s offer to redeem HVII Public Shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

HVII will comply with the proxy rules, as applicable, when conducting redemptions in connection with the Business Combination. Despite HVII’s compliance with these rules, if a shareholder fails to receive HVII’s proxy materials, such shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials that HVII will furnish to holders of HVII Public Shares in connection with the Business Combination will describe the various procedures that must be complied with in order to validly tender or redeem HVII Public Shares. In the event that a shareholder fails to comply with these or any other procedures, its shares may not be redeemed. See the section of this this proxy statement/prospectus entitled “Business of HVII and Certain Information About HVII — Redemption Rights for Public Shareholders upon Completion of HVII’s Initial Business Combination.”

HVII’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to HVII Public Shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per HVII Class A Ordinary Share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to fund permitted withdrawals, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, HVII’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations.

While it is currently expected that HVII’s independent directors would take legal action on behalf of HVII against the Sponsor to enforce its indemnification obligations, it is possible that the independent directors, in exercising their business judgment and subject to their fiduciary duties, may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If the independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to HVII Public Shareholders may be reduced below $10.00 per HVII Public Share.

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HVII may not have sufficient funds to satisfy indemnification claims of its directors and executive officers.

HVII has agreed to indemnify its officers and directors to the fullest extent permitted by law. However, HVII’s officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and not to seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by HVII only if (i) HVII has sufficient funds outside of the Trust Account or (ii) HVII consummates an initial business combination. HVII’s obligation to indemnify its officers and directors may discourage HVII Shareholders from bringing a lawsuit against its officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against HVII’s officers and directors, even though such an action, if successful, might otherwise benefit HVII and HVII Shareholders. Furthermore, a HVII Shareholder’s investment may be adversely affected to the extent HVII pays the costs of settlement and damage awards against its officers and directors pursuant to these indemnification provisions.

If, after HVII distributes the proceeds in the Trust Account to HVII Public Shareholders, HVII files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against HVII that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and we and the HVII Board may be exposed to claims of punitive damages.

If, after HVII distributes the proceeds in the Trust Account to HVII Shareholders, HVII files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against HVII that is not dismissed, any distributions received by HVII Shareholders could be viewed under applicable debtor/creditor and/or bankruptcy and/or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover all amounts received by HVII Shareholders. In addition, the HVII Board may be viewed as having breached its fiduciary duty to HVII’s creditors and/or having acted in bad faith, thereby exposing itself and HVII to claims of punitive damages, by paying HVII Shareholders from the Trust Account prior to addressing the claims of creditors.

If, before distributing the proceeds in the Trust Account to HVII Public Shareholders, HVII files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against HVII that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of HVII Shareholders and the per-share amount that would otherwise be received by HVII Shareholders in connection with HVII’s liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to HVII Public Shareholders, HVII files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against HVII that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy insolvency law, and may be included in HVII’s bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of HVII Shareholders. To the extent any bankruptcy or insolvency claims deplete the Trust Account, the per-share amount that would otherwise be received by HVII Shareholders in connection with HVII’s liquidation may be reduced.

The Business Combination may be delayed or ultimately prohibited since the 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.

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The Sponsor is a Nevada limited liability company controlled by Hennessy Capital Group LLC, and Daniel J. Hennessy and Thomas D. 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. Other entities or individuals associated with or otherwise involved in the Business Combination are controlled by, or have substantial ties with, a U.S. person. Specifically, ONE Nuclear is a Delaware limited liability company and a majority of the ONE Nuclear Units are beneficially owned by citizens of the United States. As a result, ONE Nuclear is a U.S. person under CFIUS regulations. Therefore, ONE Nuclear and HVII do not anticipate the Business Combination will be subject to review by CFIUS.

If CFIUS does determine to intervene in the Business Combination, parties to the Transaction may be required to make a mandatory filing or they may choose to submit a notification to CFIUS. CFIUS ultimately has the power to block or delay the Business Combination, impose conditions to mitigate national security concerns with respect to the Business Combination or order the divestment of all or a portion of a U.S. business (if any) of ONE Nuclear, which may limit the attractiveness of or prevent ONE Nuclear from pursuing certain opportunities in the United States that ONE Nuclear believes would otherwise be beneficial to it and its shareholders.

The process of government review, whether by CFIUS or otherwise, could be lengthy. Because HVII must complete its initial business combination before the Business Combination Deadline, its failure to obtain any required approvals within the requisite time period may require it to liquidate. If HVII winds up and liquidates, HVII Public Shareholders may only receive the redemption value per share, and HVII Rights will expire worthless. This will also cause investors to lose any potential investment opportunity in ONE Nuclear.

HVII Shareholders may be held liable for claims by third parties against HVII to the extent of distributions received by them upon redemption of their HVII Public Shares.

If HVII is forced to enter into an insolvent liquidation, any distributions received by HVII Public Shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, HVII is unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by HVII Public Shareholders. Furthermore, HVII’s directors may be viewed as having breached their fiduciary duties to HVII or HVII’s creditors and/or may have acted in bad faith, thereby exposing themselves and HVII to claims, by paying HVII Public Shareholders from the Trust Account prior to addressing the claims of creditors.

Claims may be brought against HVII for these reasons. HVII and its directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of HVII’s share premium account while HVII is unable to pay its debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine of $18,292.68 and imprisonment for five years in the Cayman Islands.

The Sponsor and HVII’s officers and directors have potential conflicts of interest in recommending that HVII Shareholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus that are different from, or in addition to, the interests of unaffiliated HVII Shareholders.

When considering the HVII Board’s recommendation that HVII Public Shareholders vote in favor of the approval of the Business Combination Proposal, HVII Public Shareholders should be aware that the Sponsor and HVII’s executive officers, and directors have interests in the Business Combination that may be different from or in addition to (and which may conflict with) the interests of HVII Public Shareholders. These interests include:

● the beneficial ownership of the Sponsor and certain members of the HVII Board and officers of an aggregate of (a) 6,333,333 HVII Class B Ordinary Shares, which were acquired for an aggregate purchase price of approximately $25,000 prior to the IPO, which shares would likely be worthless if HVII is unable to effectuate an initial business combination by the end of the Completion Window and HVII is therefore required to liquidate, as HVII Class B Ordinary Shares are not entitled to participate in any redemption or liquidation of the Trust Account and (b) 500,000 HVII Private Placement Units, consisting of 500,000 HVII Class A Ordinary Shares and 500,000 HVII Rights, which were acquired for an aggregate purchase price of approximately $5 million simultaneously with the consummation of the IPO, which underlying HVII Rights would become worthless if HVII does not complete an initial business combination within the Completion Window. Such HVII Class B Ordinary Shares and Private Placement Units have an aggregate market value of approximately $[       ] million and $[        ] million, respectively, based on the closing price of HVII Class A Ordinary Shares of $[       ] and HVII Rights of $[       ] on Nasdaq on [        ], 2026, the record date for the HVII Shareholders’ Meeting;

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● Daniel J. Hennessy, the Chairman and Chief Executive Officer of HVII, and Thomas D. Hennessy, the President and Chief Operating Officer of HVII, are each managing members of the Sponsor, and both are the ultimate beneficial owner with voting and investment discretion with respect to the HVII Ordinary Shares held by the Sponsor;

● the continued indemnification of current directors and officers of HVII and the continuation of directors’ and officers’ liability insurance after the Business Combination;

● the fact that the Sponsor and HVII’s officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on HVII’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. As of December 15, 2025, the current directors or officers of HVII had not incurred any expenses which they expect to be reimbursed at the Closing;

● the fact that at the Closing, ONE Nuclear, ONE Nuclear Members, the Sponsor, and certain of HVII’s current and former directors and officers will enter into the A&R Registration Rights Agreement and Lock-Up Agreement, which, among other things, provide customary registration rights, including piggy-back rights, subject to cooperation and cut-back provisions with respect to the New ONE Nuclear Common Stock held by such parties following the consummation of the Business Combination and will amend the existing transfer restrictions under the Letter Agreement;

● the fact that the Sponsor, an affiliate of the Sponsor, or HVII’s officers and directors may, but are not obligated to, provide working capital loans to HVII. If HVII completes an initial business combination, HVII would repay the working capital loans. In the event that an initial business combination does not close, HVII may use a portion of the working capital held outside the Trust Account to repay the working capital loans but no proceeds from the Trust Account would be used to repay the working capital loans. Up to $2,500,000 of such working capital loans may be convertible into private placement units of New ONE Nuclear at a price of $10.00 per Unit at the option of the lender. As of September 30, 2025, no such working capital loans were outstanding;

● the fact that Nicholas Geeza, HVII’s chief financial officer, is entitled to an aggregate of $10,000 per month for services rendered to HVII;

● the fact that HVII has agreed to pay consulting and advisory fees of $11,000 per month, with a discretionary annual bonus of up to $25,000, to an affiliate of the Sponsor for services related to the execution and consummation of HVII’s initial business combination, which payments commenced in September 2025;

● the fact that the Sponsor is entitled to $25,000 per month to an affiliate of the Sponsor for office space, utilities and secretarial and administrative support, which amount was an aggregate of $15,000 per month prior to September 1, 2025; and

● the fact that the Sponsor and HVII’s officers and directors will lose their entire investment in HVII if an initial business combination is not completed within the Completion Window.

These interests may influence HVII’s directors in making their recommendation that you vote in favor of the Business Combination Proposal and the transactions contemplated thereby. These interests were considered by the HVII Board when it approved the Business Combination. Please see the section of this proxy statement/prospectus entitled “The Business Combination — Interests of HVII’s Directors and Officers in the Business Combination.”

ONE Nuclear does not believe that any of its directors or officers have any actual or potential material conflicts of interest with unaffiliated security holders of HVII with respect to the Business Combination, including whether to proceed with the Business Combination, or the approval of the Condition Precedent Proposals.

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HVII may engage one or more of its IPO underwriters or one of their respective affiliates to provide additional services to HVII, which may include acting as M&A advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. HVII’s IPO underwriters are entitled to receive Deferred Underwriting Commissions that will be released from the Trust Account only upon a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to HVII, including, for example, in connection with the sourcing and consummation of an initial business combination.

HVII may engage one or more of its IPO underwriters or one of their respective affiliates to provide additional services to HVII, including, for example, identifying potential targets, providing M&A advisory services, acting as a placement agent in a private offering, or arranging debt financing transactions. For example, CCM is serving as non-exclusive financial advisor, capital markets advisor and placement agent to HVII in connection with the Business Combination and related PIPE Investment. HVII may pay such IPO underwriter or its affiliate fair and reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation. No agreement was entered into with any of the IPO underwriters or their respective affiliates and no fees or other compensation for such services was paid to any of the IPO underwriters or their respective affiliates prior to the date that was 60 days from the date of the IPO.

The IPO underwriters are also entitled to receive Deferred Underwriting Commissions that are conditioned on the completion of an initial business combination. The IPO underwriters’ or their respective affiliates’ financial interests tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to HVII, including potential conflicts of interest in connection with the sourcing and consummation of an initial business combination. The IPO underwriters are under no obligation to provide any further services to HVII in order to receive all or any part of the Deferred Underwriting Commissions.

If HVII is deemed to be an investment company under the Investment Company Act, it may be required to institute burdensome compliance requirements and its activities may be restricted, which may make it difficult for HVII to complete its initial business combination.

If HVII is deemed to be an investment company under the Investment Company Act, its activities may be restricted, including:

● restrictions on the nature of the investments; and

● restrictions on the issuance of securities, each of which may make it difficult for HVII to complete its initial business combination

In addition, HVII may have imposed upon it burdensome requirements, including

● registration as an investment company;

● adoption of a specific form of corporate structure; and

● reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations

In order not to be regulated as an investment company under the Investment Company Act, unless HVII can qualify for an exclusion, it must ensure that it is engaged primarily in a business other than investing, reinvesting or trading in securities and that its activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. HVII’s business will be to identify and complete an initial business combination and thereafter to operate the post-transaction business or assets for the long term. HVII does not plan to buy businesses or assets with a view to resale or profit from their resale. HVII does not plan to buy unrelated businesses or assets or to be a passive investor.

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The SEC recently provided guidance that the determination of whether a SPAC, like HVII, is an “investment company” under the Investment Company Act is a facts and circumstances determination requiring individualized analysis and depends on a variety of factors, including a special purpose acquisition company’s duration, asset composition, business purpose and activities, and “is a question of facts and circumstances” requiring individualized analysis. When applying these factors to HVII, it does not believe that its principal activities will subject it to the Investment Company Act. To this end, HVII was formed for the purpose of completing an initial business combination with one or more businesses. Since its inception, its business has been and will continue to be focused on identifying and completing an initial business combination, and thereafter, operating the post-transaction business or assets for the long term. Further, HVII does not plan to buy businesses or assets with a view to resale or profit from their resale and it does not plan to buy unrelated businesses or assets or to be a passive investor. In addition, the proceeds held in the Trust Account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), HVII intends to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Investing in HVII’s securities is not intended for persons who are seeking a return on investments in government securities or investment securities. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of HVII’s initial business combination; (ii) the redemption of any HVII Public Shares properly submitted in connection with a HVII Public Shareholder vote to amend the HVII Charter (A) to modify the substance or timing of HVII’s obligation to provide for the redemption of HVII Public Shares in connection with an initial business combination or to redeem 100% of HVII Public Shares if HVII has not consummated its initial business combination within the Completion Window or (B) with respect to any other provision relating to HVII Public Shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within the Completion Window, HVII’s return of the funds held in the Trust Account to HVII Public Shareholders as part of its redemption of the HVII Public Shares.

Further, under the subjective test of an “investment company” pursuant to Section 3(a)(1)(A) of the Investment Company Act, even if the funds deposited in the Trust Account were invested in the assets discussed above, there is a risk that HVII could be deemed an investment company and subject to the Investment Company Act based on the length of time such funds are invested in such assets.

If HVII were deemed to be subject to compliance with and regulation under the Investment Company Act, it would be subject to additional regulatory burdens and expenses for which it has not allotted funds. Unless HVII is able to modify its activities so that it would not be deemed an investment company, it would either register as an investment company or wind down and abandon its efforts to complete an initial business combination and instead liquidate HVII. As a result, HVII Public Shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of its Trust Account, would lose the investment opportunity in a target company with which HVII may decide to consummate an initial business combination and would be unable to realize the potential benefits of an initial business combination, including the possible appreciation of the combined company’s securities. In addition, under these circumstances, HVII Rights would expire worthless.

HVII is aware of litigation against certain SPACs asserting that, notwithstanding the foregoing, those SPACs should be considered investment companies. Although HVII believes that these claims are without merit, it cannot guarantee that HVII will not be considered an investment company and thus be subject to the Investment Company Act. If HVII’s circumstances change over time, it will update its disclosure to reflect how such changes impact the risk that it may be considered to be operating as an unregistered investment company.

Changes in laws or regulations, or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect HVII’s business, including its ability to negotiate and complete its initial business combination and results of operations.

HVII is subject to laws and regulations, and interpretations and applications of such laws and regulations, enacted by national, regional, state, and local governments and, potentially, non U.S. jurisdictions. In particular, HVII will be required to comply with certain SEC and other legal requirements, and HVII’s consummation of an initial business combination (such as the Business Combination) may be contingent upon HVII’s ability to comply with certain laws, regulations, interpretations, and applications and any post-business combination company (such as New ONE Nuclear) may be subject to additional laws, regulations, interpretations, and applications. Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly.

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Those laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material adverse effect on HVII’s business, investments and results of operations, including HVII’s ability to negotiate and complete an initial business combination. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on HVII’s business, including its ability to negotiate and complete its initial business combination and results of operations.

Effective July 1, 2024, the SEC issued final rules relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; and increasing the potential liability of certain participants in proposed business combination transactions. These rules may materially adversely affect HVII’s ability to engage financial and capital market advisors, negotiate and complete its initial business combination and may increase the costs and time related thereto.

HVII’s Share Rights Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of the Share Rights, which could limit the ability of Share Right holders to obtain a favorable judicial forum for disputes with HVII.

HVII’s Share Rights Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against HVII arising out of or relating in any way to the Share Rights Agreement, including under the Securities Act, shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York and (ii) that HVII irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. HVII has waived any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the Share Rights Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of the HVII Rights shall be deemed to have notice of and to have consented to the forum provisions in the Share Rights Agreement. If any action, the subject matter of which is within the scope the forum provisions of the Share Rights Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the HVII Rights, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such HVII Right holder in any such enforcement action by service upon such HVII Right holder’s counsel in the foreign action as agent for such HVII Right holder. This choice-of-forum provision may limit a HVII Right holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with HVII, which may discourage such lawsuits. Alternatively, if a court were to find this provision of the Share Rights Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, HVII may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect HVII’s business, financial condition and results of operations and result in a diversion of the time and resources of HVII’s management and the HVII Board.

Following the consummation of the Business Combination, New ONE Nuclear’s only significant asset will be ownership of 100% of New ONE Nuclear, and HVII does not currently intend to pay dividends on New ONE Nuclear Common Stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of New ONE Nuclear Common Stock.

Following the consummation of the Business Combination, New ONE Nuclear will have no direct operations and no significant assets other than the ownership of 100% of ONE Nuclear. New ONE Nuclear will depend on ONE Nuclear for distributions, loans and other payments to generate the funds necessary to meet New ONE Nuclear’s financial obligations, including New ONE Nuclear’s expenses as a publicly traded company, and to pay any dividends with respect to shares of New ONE Nuclear Common Stock. Applicable state law and contractual restrictions, including in agreements governing the current or future indebtedness of ONE Nuclear, as well as the financial condition and operating requirements of ONE Nuclear, may limit New ONE Nuclear’s ability to obtain cash from ONE Nuclear. Thus, New ONE Nuclear does not expect to pay cash dividends on shares of New ONE Nuclear Common Stock. Any future dividend payments are within the absolute discretion of the New ONE Nuclear Board and will depend on, among other things, New ONE Nuclear’s results of operations, working capital requirements, capital expenditure requirements, financial condition, level of indebtedness, contractual restrictions with respect to payment of dividends, business opportunities, anticipated cash needs, provisions of applicable law and other factors that the New ONE Nuclear Board may deem relevant. In addition, in the event that the New ONE Nuclear Board and New ONE Nuclear Stockholders were to approve a sale of all of New ONE Nuclear’s direct and indirect interests in ONE Nuclear, your equity interest would be in a holding company with no material assets other than those assets and other consideration received in such transaction.

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There can be no assurance that New ONE Nuclear Common Stock will be approved for listing on Nasdaq or that New ONE Nuclear will be able to comply with the continued listing standards of Nasdaq.

In connection with the closing of the Business Combination, HVII intends to list New ONE Nuclear Common Stock on Nasdaq under the symbol “ONEN”. New ONE Nuclear’s continued eligibility for listing may depend on the number of HVII Public Shares that are redeemed. If, after the Business Combination, Nasdaq delists New ONE Nuclear Common Stock from trading on its exchange for failure to meet the listing standards, New ONE Nuclear and New ONE Nuclear Securities holders could face significant material adverse consequences including:

● a limited availability of market quotations for shares of New ONE Nuclear Common Stock;

● a determination that New ONE Nuclear Common Stock is a “penny stock” which will require brokers trading in New ONE Nuclear Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of New ONE Nuclear Common Stock;

● a limited amount of analyst coverage; and

● a decreased ability to issue additional securities or obtain additional financing in the future.

Subsequent to the consummation of the Business Combination, New ONE Nuclear may be required to take write-downs or write-offs, or New ONE Nuclear may be subject to restructuring, impairment or other charges that could have a significant negative effect on New ONE Nuclear’s financial condition, results of operations and the price of New ONE Nuclear Common Stock, which could cause you to lose some or all of your investment.

Although HVII has conducted due diligence on ONE Nuclear, this diligence may not reveal all material issues that may be present with ONE Nuclear’s business. Factors outside of ONE Nuclear’s and outside of HVII’s control may, at any time, arise. As a result of these factors, New ONE Nuclear may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in New ONE Nuclear reporting losses. Even if HVII’s due diligence successfully identified certain risks, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with HVII’s preliminary risk analysis. Even though these charges may be non-cash items and therefore not have an immediate impact on New ONE Nuclear’s liquidity, the fact that New ONE Nuclear reports charges of this nature could contribute to negative market perceptions about New ONE Nuclear or its securities. In addition, charges of this nature may cause New ONE Nuclear to be unable to obtain future financing on favorable terms or at all.

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of HVII Securities or, following the Closing, New ONE Nuclear Securities, may decline. A market for HVII Securities may not continue, which would adversely affect the liquidity and price of HVII Securities.

If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of HVII Securities prior to the Closing may decline. The market values of New ONE Nuclear Securities at the time of the Business Combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which HVII Public Shareholders vote on the Business Combination.

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Following the Business Combination, the price of New ONE Nuclear Securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for New ONE Nuclear Securities following the Business Combination may never develop or, if developed, it may not be sustained. In addition, following the Business Combination, fluctuations in the price of New ONE Nuclear Securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for ONE Nuclear’s securities. Accordingly, the valuation ascribed to ONE Nuclear may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for New ONE Nuclear Securities develops and continues, the trading price of New ONE Nuclear Securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond New ONE Nuclear’s control. Any of the factors listed below could have a material adverse effect on your investment in New ONE Nuclear Securities and New ONE Nuclear Securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of New ONE Nuclear Securities may not recover and may experience a further decline.

Factors affecting the trading price of New ONE Nuclear Securities may include:

● actual or anticipated fluctuations in New ONE Nuclear’s quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

● changes in the market’s expectations about New ONE Nuclear’s operating results;

● success of competitors;

● New ONE Nuclear’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

● changes in financial estimates and recommendations by securities analysts concerning New ONE Nuclear or the energy industry in general;

● operating and share price performance of other companies that investors deem comparable to New ONE Nuclear;

● New ONE Nuclear’s ability to market new and enhanced products and technologies on a timely basis;

● changes in laws and regulations affecting New ONE Nuclear’s business;

● New ONE Nuclear’s ability to meet compliance requirements;

● commencement of, or involvement in, litigation involving New ONE Nuclear;

● changes in New ONE Nuclear’s capital structure, such as future issuances of securities or the incurrence of additional debt;

● the volume of New ONE Nuclear Common Stock available for public sale;

● any major change in the New ONE Nuclear Board or New ONE Nuclear’s management;

● sales of substantial amounts of New ONE Nuclear Common Stock by New ONE Nuclear’s directors, executive officers or significant stockholders or the perception that such sales could occur; and

● general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of New ONE Nuclear’s securities irrespective of New ONE Nuclear’s operating performance. The stock market in general, and Nasdaq in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of New ONE Nuclear Securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to New ONE Nuclear could depress New ONE Nuclear Common Stock price regardless of New ONE Nuclear’s business, prospects, financial conditions or results of operations. A decline in the market price of New ONE Nuclear’s securities also could adversely affect New ONE Nuclear’s ability to issue additional securities and New ONE Nuclear’s ability to obtain additional financing in the future.

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Following the consummation of the Business Combination, New ONE Nuclear will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

Following the consummation of the Business Combination, New ONE Nuclear will face increased legal, accounting, administrative and other costs and expenses as a public company that ONE Nuclear does not incur as a private company. The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, Public Company Accounting Oversight Board (the “PCAOB”) and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require New ONE Nuclear to carry out activities ONE Nuclear has not done previously. For example, New ONE Nuclear will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), New ONE Nuclear could incur additional costs rectifying those issues, and the existence of those issues could adversely affect New ONE Nuclear’s reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance. Risks associated with New ONE Nuclear’s status as a public company may make it more difficult to attract and retain qualified persons to serve on the New ONE Nuclear Board or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require New ONE Nuclear to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by holders of New ONE Nuclear Common Stock and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

New ONE Nuclear’s failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it after the Business Combination is consummated could have a material adverse effect on its business.

ONE Nuclear is currently not subject to Section 404 of the Sarbanes-Oxley Act. However, following the consummation of the Business Combination, New ONE Nuclear will be required to provide management’s attestation on internal controls commencing with HVII’s annual report for the year ending December 31, 2026 in accordance with applicable SEC guidance. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of ONE Nuclear as a privately-held company. Management of New ONE Nuclear may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If New ONE Nuclear is not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, it may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of its New ONE Nuclear Securities.

New ONE Nuclear will qualify as an “emerging growth company” within the meaning of the Securities Act, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make New ONE Nuclear’s securities less attractive to investors and may make it more difficult to compare ONE Nuclear’s performance to the performance of other public companies.

New ONE Nuclear will qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, New ONE Nuclear will be eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including, but not limited to, (a) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (b) reduced disclosure obligations regarding executive compensation in New ONE Nuclear’s periodic reports and proxy statements and (c) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, New ONE Nuclear’s stockholders may not have access to certain information they may deem important. New ONE Nuclear will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of HVII Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which it has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of HVII Class A Ordinary Shares in the IPO. HVII cannot predict whether investors will find New ONE Nuclear Securities less attractive because it will rely on these exemptions. If some investors find New ONE Nuclear Securities less attractive as a result of New ONE Nuclear’s reliance on these exemptions, the trading prices of New ONE Nuclear’s securities may be lower than they otherwise would be, there may be a less active trading market for New ONE Nuclear’s securities and the trading prices of New ONE Nuclear’s securities may be more volatile.

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Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of New ONE Nuclear’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

The unaudited pro forma financial information included herein may not be indicative of what New ONE Nuclear’s actual financial position or results of operations would have been.

The unaudited pro forma financial information included herein is presented for illustrative purposes only and is not necessarily indicative of what New ONE Nuclear’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated.

The HVII Board did not obtain a fairness opinion in determining whether or not to proceed with the Business Combination and, as a result, the terms may not be fair from a financial point of view to the HVII Public Shareholders.

In analyzing the Business Combination, the HVII Board conducted significant due diligence on ONE Nuclear. For a complete discussion of the factors utilized by the HVII Board in approving the Business Combination, see the section of this proxy statement/prospectus entitled, “The Business Combination — HVII’s Board of Directors’ Reasons for the Approval of the Business Combination.” The HVII Board believes because of the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to HVII Public Shareholders and that HVII’s fair market value was at least 80% of HVII’s net assets (excluding any taxes payable on interest earned). Notwithstanding the foregoing, the HVII Board did not obtain a fairness opinion to assist it in its determination. Accordingly, the HVII Board may be incorrect in its assessment of the Business Combination.

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If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about New ONE Nuclear, its business, or its market, or if they change their recommendations regarding New ONE Nuclear’s securities adversely, the price and trading volume of New ONE Nuclear’s securities could decline.

The trading market for New ONE Nuclear Securities will be influenced by the research and reports that industry or securities analysts may publish about New ONE Nuclear, its business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on New ONE Nuclear. If no securities or industry analysts commence coverage of New ONE Nuclear, New ONE Nuclear’s share price and trading volume would likely be negatively impacted. If any of the analysts who may cover New ONE Nuclear change their recommendation regarding New ONE Nuclear Common Stock adversely, or provide more favorable relative recommendations about New ONE Nuclear’s competitors, the price of New ONE Nuclear Common Stock would likely decline. If any analyst who may cover New ONE Nuclear were to cease coverage of New ONE Nuclear or fail to regularly publish reports on it, New ONE Nuclear could lose visibility in the financial markets, which in turn could cause its share price or trading volume to decline.

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

Information regarding HVII’s management team, HVII’s advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, is presented for informational purposes only. Any past experience and performance by HVII’s management team, HVII’s advisors and their respective affiliates and the businesses with which they have been associated, is not a guarantee that we will be able to successfully identify a suitable candidate for HVII’s initial business combination, that we will be able to provide positive returns to HVII Public Shareholders, or of any results with respect to any initial business combination HVII may consummate. You should not rely on the historical experiences of HVII’s management team, HVII’s advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, as indicative of the future performance of an investment in us or as indicative of every prior investment by each of the members of HVII’s management team, HVII’s advisors or their respective affiliates. The market price of HVII Securities may be influenced by numerous factors, many of which are beyond HVII’s control, and HVII Public Shareholders may experience losses on their investment in HVII Securities.

Material U.S. Federal Income Tax Considerations of the Domestication and for Holders of HVII Class A Ordinary Shares Exercising Redemption Rights

For a discussion summarizing material U.S. federal income tax considerations and consequences of the Domestication and an exercise of Redemption Rights in connection with the Business Combination, please see “Material U.S. Federal Income Tax Considerations for Holders of HVII Class A Ordinary Shares and New ONE Nuclear Common Stock — I. Tax Treatment of the Domestication” or “— Tax Consequences to U.S. Holders of HVII Class A Ordinary Shares Exercising Redemption Rights”.

Risks Related to the Domestication and the Business Combination

The Domestication may result in adverse tax consequences for holders of HVII Class A Ordinary Shares.

HVII and New ONE Nuclear intend to take the position that the Domestication will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”). If the Domestication fails to qualify as an F Reorganization, a U.S. Holder (as defined in “Material U.S. Federal Income Tax Considerations for Holders of HVII Class A Ordinary Shares and New ONE Nuclear Common Stock — II. U.S. Holders”) of HVII Class A Ordinary Shares generally would recognize gain or loss with respect to its HVII Class A Ordinary Shares in an amount equal to the difference, if any, between the fair market value of the corresponding shares of New ONE Nuclear Common Stock received in the Domestication and the U.S. Holder’s adjusted tax basis in its HVII Class A Ordinary Shares surrendered. Additionally, Non-U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations for Holders of HVII Class A Ordinary Shares and New ONE Nuclear Common Stock — III. Non-U.S. Holders”) may become subject to withholding tax on any amounts treated as dividends paid on shares of New ONE Nuclear Common Stock after the Domestication.

Assuming that the Domestication qualifies as an F Reorganization, subject to the PFIC rules discussed below, U.S. Holders generally will be subject to Section 367(b) of the Code in connection with the Domestication, and, as a result:

● a U.S. Holder who is a 10% U.S. Shareholder on the date of the Domestication generally will be required to include in income as a deemed dividend deemed paid by HVII the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to the HVII Class A Ordinary Shares held directly by such U.S. Holder;

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● a U.S. Holder whose HVII Class A Ordinary Shares have a fair market value of $50,000 or more on the date of the Domestication and who, on the date of the Domestication, is not a 10% U.S. Shareholder generally will recognize gain (but not loss) with respect to its HVII Class A Ordinary Shares as if such U.S. Holder exchanged its HVII Class A Ordinary Shares for shares of New ONE Nuclear Common Stock in a taxable transaction, unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend deemed paid by HVII the “all earnings and profits” amount (as defined in the Treasury Regulations under Section 367 of the Code) attributable to such U.S. Holder’s HVII Class A Ordinary Shares; and

● a U.S. Holder whose HVII Class A Ordinary Shares have a fair market value of less than $50,000 on the date of the Domestication and who, on the date of the Domestication, is not a 10% U.S. Shareholder, generally will not recognize any gain or loss or include any part of HVII’s earnings and profits in income under Section 367 of the Code in connection with the Domestication.

Additionally, even if the Domestication qualifies as an F Reorganization, proposed Treasury Regulations promulgated under Section 1291(f) of the Code and certain other PFIC rules (which have retroactive effective dates) generally require that a U.S. person who disposes of stock of a PFIC must recognize gain equal to the excess of the fair market value of such PFIC stock over its adjusted tax basis, notwithstanding any other provision of the Code. HVII believes that it is likely classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, would generally require a U.S. Holder of HVII Class A Ordinary Shares to recognize gain under the PFIC rules on the exchange of HVII Class A Ordinary Shares for shares of New ONE Nuclear Common Stock pursuant to the Domestication unless such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s HVII Class A Ordinary Shares. In addition, the proposed Treasury Regulations provide coordinating rules with other sections of the Code, including Section 367(b), which affect the manner in which the rules under such other sections apply to transfers of PFIC stock. Any gain recognized from the application of the PFIC rules described above would be taxable income with no corresponding receipt of cash. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of HVII. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted or how any such Treasury Regulations would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see “Material U.S. Federal Income Tax Considerations for Holders of HVII Class A Ordinary Shares and New ONE Nuclear Common Stock — II. U.S. Holders — A. Tax Consequences of the Domestication to U.S. Holders — 4. PFIC Considerations”.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

Introduction

The following unaudited pro forma condensed combined financial information presents the combination of financial information of HVII and ONE Nuclear, adjusted to give effect to the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). HVII has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.

The following unaudited pro forma condensed combined balance sheet as of September 30, 2025, assumes that the Business Combination occurred on September 30, 2025. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025 and for the period from September 27, 2024 (inception) through December 31, 2024, assume that the Business Combination occurred on September 27, 2024, the beginning of the earliest periods presented.

The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what the New ONE Nuclear’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. Further, the pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the New ONE Nuclear. The actual financial position and results of operations of the New ONE Nuclear may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The historical financial information of HVII was derived from the unaudited financial statements of HVII as of and for the nine months ended September 30, 2025 and the audited financial statements of HVII as of and for the period from September 27, 2024 (inception) through December 31, 2024, included elsewhere in this proxy statement/prospectus. The historical financial information of ONE Nuclear was derived from the unaudited financial statements of ONE Nuclear as of and for the period from February 10, 2025 (inception) through September 30, 2025, which are included elsewhere in this proxy statement/prospectus. This information should be read together with HVII’s and ONE Nuclear’s audited and unaudited financial statements, and related notes, the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of HVII” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ONE Nuclear” and other financial information included elsewhere in this proxy statement/prospectus.

Description of the Business Combination

On October 22, 2025, HVII, Merger Sub, and ONE Nuclear, entered into the Business Combination Agreement that contemplates a $1.0 billion equity valuation of ONE Nuclear and an all-stock combination transaction. Pursuant to the Business Combination Agreement, the parties thereto will enter into a business combination transaction by which, among other things, (i) HVII will transfer by way of continuation and deregistration to and domesticate as a Delaware corporation and (ii) Merger Sub will merge with and into ONE Nuclear, with ONE Nuclear being the surviving entity of the Merger and becoming a direct, wholly-owned subsidiary of HVII. Upon closing of the Merger, ONE Nuclear will become a direct, wholly-owned subsidiary of HVII, and HVII will be a publicly traded company operating under the name “ONE Nuclear.”

The Domestication

Subject to satisfaction or waiver of the closing conditions of the Business Combination Agreement, prior to the Closing on the Closing Date, the following events will occur in connection with HVII changing its jurisdiction of organization from the Cayman Islands to Delaware:

(a) each then issued and outstanding Class B Ordinary Share of HVII, par value $0.0001 per share will convert automatically, on a one-for-one basis, into one Class A Ordinary Share of HVII, par value $0.0001 per share;

(b) immediately after the Sponsor Share Conversion, HVII will transfer by way of continuation and deregistration to and domesticate as a Delaware corporation; and

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(c) in connection with, and after giving effect to, the Domestication, (i) each then issued and outstanding Class A Ordinary Share will convert automatically, on a one-for-one basis, into one share of HVII Domesticated Common Stock, par value $0.0001 per share, (ii) each then issued and outstanding right of HVII will convert automatically into a right to acquire one-twelfth (1/12) of one share of HVII Domesticated Common Stock at Closing, and (iii) each then issued and outstanding unit of HVII will be cancelled and one share of HVII Domesticated Common Stock and one Domesticated HVII Right will be issued in respect thereof.

Conversion of Securities

Pursuant to the terms of the Business Combination Agreement, the aggregate consideration to be paid to the existing equity holders of ONE Nuclear at Closing is $1.0 billion. The Base Purchase Price will be paid entirely in stock, comprised of newly issued shares of HVII Domesticated Common Stock, at a price per share equal to the amount at which Class A Ordinary Shares issued in HVII’s initial public offering may be redeemed in connection with the Closing. In addition, the ONE Nuclear Members will be entitled to receive up to an aggregate of 13.0 million additional shares of HVII Domesticated Common Stock in contingent consideration, subject to the achievement of certain share price milestones, as described below under the section titled “Earnout Shares.”

At the effective time of the Merger, each membership unit of ONE Nuclear that is issued and outstanding immediately prior to the Effective Time will be exchanged for such fraction of a newly issued share of HVII Domesticated Common Stock that is equal to the quotient of (a) the Base Purchase Price, divided by the (b) ONE Nuclear Fully Diluted Capital (as defined in the Business Combination Agreement), divided by (c) the Redemption Price.

Earnout Shares

During the two-year period beginning on the first anniversary of the Closing Date and ending on the third anniversary of the Closing Date, HVII will issue up to 13.0 million additional shares of HVII Domesticated Common Stock as contingent consideration to the equity holders of ONE Nuclear, subject to the achievement of certain share price milestones as follows below:

(a)	4,333,334 Earnout Shares if the closing sale price of one share of HVII Domesticated Common Stock as reported on Nasdaq (or the exchange on which the shares of HVII Domesticated Common Stock are then listed) is greater than or equal to $12.50 per share for a period of at least twenty (20) days out of thirty (30) consecutive trading days ending on the trading day immediately prior to the date of determination;
(b)	4,333,333 Earnout Shares if the closing sale price of one share of HVII Domesticated Common Stock as reported on Nasdaq (or the exchange on which the shares of HVII Domesticated Common Stock are then listed) is greater than or equal to $15.00 per share for a period of at least twenty (20) days out of thirty (30) consecutive trading days ending on the trading day immediately prior to the date of determination; and
(c)	4,333,333 Earnout Shares if the closing sale price of one share of HVII Domesticated Common Stock as reported on Nasdaq (or the exchange on which the shares of HVII Domesticated Common Stock are then listed) is greater than or equal to $17.50 per share for a period of at least twenty (20) days out of thirty (30) consecutive trading days ending on the trading day immediately prior to the date of determination.

As the Earnout arrangement involves a variable number of shares based on stock price and a change-of-control occurrence, equity classification is precluded under ASC 815-40. Therefore, management determined it to be classified as a liability, initially measured at fair value and subsequently remeasured through earnings until settlement.

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The following table illustrates varying ownership levels of the New ONE Nuclear immediately following the Business Combination:

	No Redemption					Maximum Redemptions
	Shares		%			Shares		%
HVII Public Shareholders(1)		20,583,333		16.5	%		1,583,333		1.5	%
Initial Shareholders(2)		7,080,833		5.6	%		7,080,833		6.7	%
ONE Nuclear Equity Holders		97,370,983		77.9	%		97,370,983		91.8	%
Total(3)		125,035,149		100.0	%		106,035,149		100.0	%

(1)	Includes 1,583,333 HVII Public Rights Shares.
(2)	Includes 690,000 HVII Private Placement shares and 57,500 HVII Private Placement Rights Shares.
(3)	Figures presented on a non-diluted basis to exclude the dilutive effect of Earnout Shares.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Frequently Used Terms” and, with respect to the determination of the Assuming Maximum Redemptions Scenario in this section. Additionally, the relative percentages above assume the Business Combination was consummated on September 30, 2025. Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although HVII will acquire all of the outstanding equity interests of ONE Nuclear in the Business Combination, HVII will be treated as the “acquired” company and ONE Nuclear will be treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of ONE Nuclear issuing stock for the net assets of HVII, accompanied by a recapitalization. The net assets of HVII will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of ONE Nuclear.

ONE Nuclear has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under both the No Redemption Scenario and the Maximum Redemptions Scenario:

● The equity holders of ONE Nuclear will have the greatest voting interest in the New ONE Nuclear;

● The equity holders of ONE Nuclear will have the ability to control decisions regarding election and removal of directors and officers of the New ONE Nuclear;

● ONE Nuclear will comprise the ongoing operations of the New ONE Nuclear; and

● ONE Nuclear’s existing senior management will be the senior management of the New ONE Nuclear.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption for cash of HVII Public Shares:

● Assuming No Redemption Scenario: This presentation assumes that no Public Shareholders of HVII will exercise redemption rights with respect to the HVII Public Shares for a pro rata share of the funds in the Trust Account.

● Assuming Maximum Redemptions Scenario: This presentation assumes that 19,000,000 HVII Public Shares are redeemed for aggregate redemption payments of $195.2 million, million based on a redemption price of approximately $10.27 per share. This scenario includes all adjustments contained in the “no redemption” scenario and presents additional adjustments to reflect the effect of the maximum redemptions.

The following unaudited pro forma condensed combined balance sheet as of September 30, 2025, and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025 and for the period from September 27, 2024 (inception) through December 31, 2024, are based on the unaudited and audited historical financial statements of HVII and ONE Nuclear. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information and include immaterial rounding differences.

96

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
SEPTEMBER 30, 2025
(in thousands, except share and per share data)

					No Redemption					Maximum Redemptions
	(1) ONE Nuclear (Historical)		(2) HVII (Historical)		Transaction Accounting Adjustments			Pro Forma Combined		Transaction Accounting Adjustments			Pro Forma Combined
Assets
Current assets
Cash and cash equivalents	$	—	$	1,623	$	195,207	(B)	$	157,936	$	7,600	(C)	$	1,623
						(7,600	)(C)				3,403	(D)
						(31,294	)(D)				(167,316	)(H)
Prepaid expenses		—		31		—			31		—		31
Short-term prepaid insurance		—		45		—			45		—		45
Total Current Assets		—		1,699		156,313			158,012		(156,313	)	1,699
Marketable securities held in Trust Account		—		195,207		(195,207	)(B)		—		—		—
Total Assets	$	—	$	196,906	$	(38,894	)	$	158,012	$	(156,313	)	$	1,699
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable and accrued expenses	$	469	$	70	$	—		$	539	$	27,891	(H)	$28,430
Accrued offering costs		—		100		—			100		—		100
Total Current Liabilities		469		170		—			639		27,891		28,530
Deferred legal fees		—		1,185		—			1,185		—		1,185
Deferred underwriting fee payable		—		7,600		(7,600	)(C)		—		—		—
Earnout Shares liability		—		—		121,013	(K)		121,013		—		121,013
Total Liabilities		469		8,955		113,413			122,837		27,891		150,728
HVII Class A ordinary shares subject to possible redemption, 19,000,000 shares at redemption value		—		195,207		(195,207	)(H)		—		—		—

97

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
SEPTEMBER 30, 2025 — (Continued)
(in thousands, except share and per share data)

							No Redemption						Maximum Redemptions
	(1) ONE Nuclear (Historical)			(2) HVII (Historical)			Transaction Accounting Adjustments			Pro Forma Combined			Transaction Accounting Adjustments			Pro Forma Combined
Stockholders’ Equity (Deficit)
HVII Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—			—			—			—			—		—
HVII Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 690,000 shares issued and outstanding (excluding 19,000,000 shares subject to possible redemption)		—			—			1	(A)		—			(2	)(H)	—
								2	(H)					2	(I)
								(3	)(I)
HVII Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,333,333 shares issued and outstanding		—			1			(1	)(A)		—			—		—
ONE Nuclear membership interests, 10,000,000 shares authorized, issued and outstanding		4			—			(4	)(E)		—			—		—
HVII Domesticated Common Stock, $0.0001 par value		—			—			10	(E)		13			(2	)(I)	11
								3	(I)
								—	(J)
Additional paid-in capital		—			—			(25,369	)(D)		35,635			7,600	(C)	—
								(6	)(E)					3,903	(D)
								1,119	(F)					(195,205	)(H)
								(14,301	)(G)					(500	)(G)
								195,205	(H)					148,567	(L)
								—	(J)
								(121,013	)(K)
Accumulated deficit		(473	)		(7,257	)		(5,925	)(D)		(473	)		(500	)(D)	(149,040		)
								(1,119	)(F)					500	(G)
								14,301	(G)					(148,567	)(L)
Total Stockholders’ Equity (Deficit)		(469	)		(7,256	)		42,900			35,175			(184,204	)	(149,029		)
Total Liabilities, and Stockholders’ Equity (Deficit)	$	—		$	196,906		$	(38,894	)	$	158,012		$	(156,313	)	$	1,699

98

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

(1)	Derived from the unaudited condensed balance sheet of ONE Nuclear as of September 30, 2025.
(2)	Derived from the unaudited balance sheet of HVII as of September 30, 2025.
(A)	Represents the conversion of HVII Class B Ordinary Shares into HVII Class A Ordinary Shares on a one-for-one basis.
(B)	Reflects the transfer of marketable securities held in the Trust Account to cash.
(C)	Under no redemption scenario, reflects the settlement of the Deferred Underwriting Commissions payable by cash upon the Closing of the Business Combination. Under maximum redemptions scenario, there is no cash payment and the payable is reversed to equity.
(D)	Under no redemption scenario, represents preliminary estimated transaction costs expected to be incurred by HVII and ONE Nuclear of approximately $5.9 million and $26.9 million, respectively. Under maximum redemptions scenario, represents preliminary estimated transaction costs expected to be incurred by HVII and ONE Nuclear of approximately $6.4 million and $23.0 million, respectively. These costs are accounted for a reduction in the combined cash account with a corresponding reduction in additional paid-in capital or accumulated deficit consistent with the treatment described in SEC Staff Accounting Bulletin Topic 5.A. These transaction costs will not recur in the New ONE Nuclear’s income beyond 12 months after the transaction.

For the HVII transaction costs, none have been paid or accrued as of the pro forma balance sheet date. The amount includes the CCM advisory fees. HVII shall pay CCM an advisory fee in the amount equal to $0.5 million upon the Closing of the Business Combination plus 150,000 shares or equivalent equity of the New ONE Nuclear. Under no redemption scenario, the amount of $5.9 million is reflected as an adjustment to accumulated losses. Under maximum redemptions scenario, the amount of $6.4 million is reflected as an adjustment to accumulated losses. The HVII estimated transaction costs exclude the Deferred Underwriting Commissions included in (C) above.

For the ONE Nuclear transaction costs, none have been paid or accrued as of the pro forma balance sheet date. The amount includes the third party advisory fees, which is calculated based on 2.0% of the pro forma equity value. Under no redemption scenario, the amount of $26.9 million, including $25.7 million third party advisory fees, is included as an adjustment to additional paid-in capital. Under maximum redemptions scenario, the amount of $23.0 million, including $21.8 million third party advisory fees, is included as an adjustment to additional paid-in capital.

(E)	Represents the issuance of 97,370,983 shares of New ONE Nuclear Common Stock to the existing equity holders of ONE Nuclear upon the Closing of the Business Combination. The number of shares is calculated based on the Redemption Price of $10.27 as of September 30, 2025.
(F)	Represents the recognition of the share-based compensation related to the 1,130,000 shares granted to HVII’s CFO, COO, and its independent directors.
(G)	Represents the elimination of HVII’s historical accumulated deficit after recording the transaction costs as described in Adjustment (D) above and the share-based compensation as described in adjustment (F) above.
(H)	Reflects the redemption of shares for cash by the Public Shareholders of HVII upon the consummation of the Business Combination. Under no redemption scenario, it assumes that no Public Shareholders of HVII will exercise redemption rights with respect to the HVII Public Shares for a pro rata share of the funds in the Trust Account. Under maximum redemptions scenario, it assumes that 19,000,000 HVII Public Shares are redeemed for aggregate redemption payments of $195.2 million, assuming a $10.27 per share redemption price. This scenario includes all adjustments contained in the “no redemption” scenario and presents additional adjustments to reflect the effect of the maximum redemptions. In addition, assuming 100% redemptions, HVII and ONE Nuclear would not have sufficient funds available to pay for the transaction costs, which would remain due and payable at the Closing of the Business Combination.
(I)	The “no redemption” scenario represents the conversion of 26,023,333 HVII Class A Ordinary Shares into the same number of shares of New ONE Nuclear Common Stock. The “maximum redemptions” scenario represents the conversion of 7,023,333 HVII Class A Ordinary Shares into the same number of shares of New ONE Nuclear Common Stock.
(J)	Represents the issuance of 1,583,333 shares of New ONE Nuclear Common Stock underlying the HVII Public Rights and 57,500 shares of New ONE Nuclear Common Stock underlying the HVII Private Placement Rights.
(K)	Represents the recognition of Earnout Shares liability.
(L)	Represents the reclassification among equity to avoid negative additional paid-in capital.

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(in thousands, except share and per share data)

							No Redemption						Maximum Redemptions
	(1) ONE Nuclear (Historical)			(2) HVII (Historical)			Transaction Accounting Adjustments			Pro Forma Combined			Transaction Accounting Adjustments		Pro Forma Combined
Operating Expenses
General and administrative expenses	$	473		$	1,757		$	(368	)(BB)	$	1,862		$	—	$	1,862
Total operating expenses		473			1,757			(368	)		1,862			—		1,862
Operating Loss		(473	)		(1,757	)		368			(1,862	)		—		(1,862	)
Other income
Interest earned on cash equivalents		—			41			—			41			—		41
Interest earned on marketable securities held in Trust Account		—			5,446			(5,446	)(AA)		—			—		—
Total other income, net		—			5,487			(5,446	)		41			—		41
Net income (loss)	$	(473	)	$	3,730		$	(5,078	)	$	(1,821	)	$	—	$	(1,821	)
Basic and diluted net loss per member unit	$	(0.05	)
Basic and diluted net income per ordinary share, Class A ordinary shares				$	0.15
Basic and diluted net income per ordinary share, non-redeemable Class A ordinary shares				$	0.15
Basic and diluted net income per ordinary share, Class B ordinary shares				$	0.15
Weighted average number of shares outstanding, basic and diluted											125,035,149					106,035,149
Net loss per share, basic and diluted										$	(0.01	)			$	(0.02	)

100

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

(1)	Derived from the unaudited condensed statement of operations of ONE Nuclear for the period from February 10, 2025 (inception) through September 30, 2025.
(2)	Derived from the unaudited statement of operations of HVII for the nine months ended September 30, 2025.
(AA)	Represents an adjustment to eliminate interest earned on marketable securities held in the Trust Account after giving effect to the Business Combination as if it had occurred on September 27, 2024, the beginning of the earliest periods presented.
(BB)	Represents an adjustment to eliminate administrative service fees that will cease at the Business Combination.

101

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE PERIOD FROM SEPTEMBER 27, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024
(in thousands, except share and per share data)

						No Redemption						Maximum Redemptions
	ONE Nuclear (Historical)		(1) HVII (Historical)			Transaction Accounting Adjustments			Pro Forma Combined			Transaction Accounting Adjustments			Pro Forma Combined
Operating Expenses
General and administrative expenses	$	—	$	48		$	5,925	(CC)	$	5,973		$	500	(CC)	$	6,473
Total operating expenses		—		48			5,925			5,973			500			6,473
Operating Loss		—		(48	)		(5,925	)		(5,973	)		(500	)		(6,473	)
Net loss	$	—	$	(48	)	$	(5,925	)	$	(5,973	)	$	(500	)	$	(6,473	)
Basic and diluted net income (loss) per ordinary share, Class B ordinary shares			$	(0.01	)
Weighted average number of shares outstanding, basic and diluted										125,035,149						106,035,149
Net loss per share, basic and diluted									$	(0.05	)				$	(0.06	)

102

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

(1) Derived from the audited statement of operations of HVII for the period from September 27, 2024 (inception) through December 31, 2024.

(CC) Represents the effect of the pro forma balance sheet adjustment presented in (D) above for the direct, incremental costs of the Business Combination expected to be incurred by HVII. As these costs are directly related to the Business Combination, they are not expected to recur in the income of the New ONE Nuclear beyond 12 months after the Business Combination.

103

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Basis of Presentation

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP as ONE Nuclear has been determined to be the accounting acquirer, primarily due to the fact that ONE Nuclear’s equity holders will continue to control the New ONE Nuclear. Under this method of accounting, although HVII will acquire all of the outstanding equity interests of ONE Nuclear in the Business Combination, HVII will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of ONE Nuclear issuing stock for the net assets of HVII, accompanied by a recapitalization. The net assets of HVII will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of ONE Nuclear.

The unaudited pro forma condensed combined balance sheet as of September 30, 2025, assumes that the Business Combination and related transactions occurred on September 30, 2025. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025 and for the period from September 27, 2024 (inception) through December 31, 2024, presents pro forma effect to the Business Combination as if it had been completed on September 27, 2024, the beginning of the earliest periods presented.

The unaudited pro forma condensed combined balance sheet as of September 30, 2025, has been prepared using, and should be read in conjunction with, the following:

● HVII’s unaudited balance sheet as of September 30, 2025 and the related notes for the nine months ended September 30, 2025, included elsewhere in this proxy statement/prospectus; and

● ONE Nuclear’s unaudited condensed balance sheet as of September 30, 2025 and the related notes for the period from February 10, 2025 (inception) through September 30, 2025, included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2025, has been prepared using, and should be read in conjunction with, the following:

● HVII’s unaudited statement of operations for the nine months ended September 30, 2025, and the related notes, included elsewhere in this proxy statement/prospectus; and

● ONE Nuclear’s unaudited condensed statement of operations for the period from February 10, 2025 (inception) through September 30, 2025, and the related notes, included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined statement of operations for the period from September 27, 2024 (inception) through December 31, 2024, has been prepared using, and should be read in conjunction with, the following:

● HVII’s audited statement of operations for the period from September 27, 2024 (inception) through December 31, 2024, and the related notes, included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of HVII Public Shares:

● Assuming No Redemption Scenario: This presentation assumes that no Public Shareholders of HVII will exercise redemption rights with respect to the HVII Public Shares for a pro rata share of the funds in the Trust Account.

● Assuming Maximum Redemptions Scenario: This presentation assumes that 19,000,000 HVII Public Shares are redeemed for aggregate redemption payments of $195.2 million, assuming a $10.27 per share redemption price. This scenario includes all adjustments contained in the “no redemption” scenario and presents additional adjustments to reflect the effect of the maximum redemptions.

104

As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination.

The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that HVII believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. HVII believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position of the New ONE Nuclear would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the New ONE Nuclear. They should be read in conjunction with the historical financial statements and notes thereto of HVII and ONE Nuclear.

Accounting Policies

Upon consummation of the Business Combination, management of the New ONE Nuclear will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management of the New ONE Nuclear may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the New ONE Nuclear. Based on its initial analysis, management of the New ONE Nuclear did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” to depict the Transaction Accounting Adjustments and present the Management’s Adjustments. HVII has elected not to present Management’s Adjustments and is only presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to include all necessary Transaction Accounting Adjustments pursuant to Article 11 of Regulation S-X, including those that are not expected to have a continuing impact.

The unaudited and audited historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to Transaction Accounting Adjustments that reflect the accounting for the transaction under GAAP. ONE Nuclear and HVII have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The pro forma combined statement of operations does not reflect a provision for income taxes or any amounts that would have resulted had the New ONE Nuclear filed consolidated income tax returns during the period presented. The pro forma condensed combined balance sheet does not reflect the deferred taxes of the New ONE Nuclear as a result of the Business Combination. Since it is likely that the New ONE Nuclear will record a valuation allowance against the total U.S. and state deferred tax assets given the net operating losses as the recoverability of the tax assets is uncertain, the tax provision is zero.

HVII expects that the redemption event and closing of the Business Combination will both occur during 2026. The shares issued for the closing of the Business Combination will exceed the number of shares redeemed in the maximum redemptions scenario. As such, HVII will not be subject to the 1% Federal excise tax and the pro forma financial statements do not reflect any accrual/payment of such tax under the maximum redemptions scenario.

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of the New ONE Nuclear’s shares outstanding, assuming the Business Combination occurred on September 27, 2024, the beginning of the earliest periods presented.

105

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption for cash of HVII Public Shares as of September 30, 2025:

	As of September 30, 2025
(in thousands, except share and per share data)	No Redemption			Maximum Redemptions
Net loss	$	(1,821	)	$	(1,821	)
Stockholders’ equity (deficit)		35,175			(149,029	)
Weighted average shares outstanding of common stock(1)		125,035,149			106,035,149
Net loss per common share, basic and diluted	$	(0.01	)	$	(0.02	)
Book value (deficit) per share	$	0.28		$	(1.41	)

(1) For the purposes of calculating diluted earnings per share, all the 13,000,000 Earnout Shares should have been assumed to have been issued. However, since this results in anti-dilution, the effect of such issuance was not included in calculation of diluted loss per share.

106

EXTRAORDINARY GENERAL MEETING OF HVII

General

HVII is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by the HVII Board for use at the HVII Shareholders’ Meeting to be held on [___], 2026, and at any postponements or adjournments thereof. This proxy statement/prospectus is first being furnished to HVII’s shareholders on or about [___], 2026 in connection with the vote on the proposals described in this proxy statement/prospectus, for the purposes of Cayman Islands law and HVII Charter. This proxy statement/prospectus provides HVII’s shareholders with information they need to know to be able to vote or instruct their vote to be cast at the HVII Shareholders’ Meeting.

Date, Time and Place of the HVII Shareholders’ Meeting

The HVII Shareholders’ Meeting will be held on [___], 2026 at [___] [a.m. / p.m.], Eastern time, via live webcast at the following address [___], or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed, to consider and vote upon the Proposals, including, if necessary or desirable, the Adjournment Proposal.

Purpose of the HVII Shareholders’ Meeting

At the HVII Shareholders’ Meeting, HVII is asking holders of HVII Ordinary Shares to vote in favor of the following proposals:

● Proposal No. 1 — The “Business Combination Proposal” — to consider and vote upon a proposal to approve, by ordinary resolution, the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, pursuant to which, among other things, at the Closing and following the Domestication, Merger Sub will merge with and into ONE Nuclear, with ONE Nuclear being the surviving company of the Merger and ultimately continuing as a direct wholly-owned subsidiary of HVII, and the transaction contemplated thereby.

● Proposal No. 2 — The “Domestication Proposal” — to consider and vote upon a proposal to approve, by special resolution, of holders of HVII Class B Ordinary Shares, a change in the corporate structure and domicile of HVII, which will be accomplished by continuation of HVII from an exempted company with limited liability incorporated in accordance with the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware. The Domestication will be effected prior to the Closing on the date of the Closing by HVII filing a certificate of corporate domestication and the New ONE Nuclear Charter with the Delaware Secretary of State and filing an application to de-register with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Domestication, HVII will become a Delaware corporation and in connection with the Business Combination all outstanding securities of HVII will convert into corresponding securities of common stock of New ONE Nuclear.

● Proposal No. 3 — The “Stock Issuance Proposal” — to consider and vote upon a proposal to approve, by ordinary resolution, for purposes of complying with the applicable listing rules of Nasdaq, the issuance or potential issuance of more than 20% of the issued and outstanding shares of New ONE Nuclear Common Stock to the ONE Nuclear Members as of immediately prior to the Effective Time.

● Proposal No. 4 — The “Organizational Documents Proposal” — to consider and vote upon a proposal to approve, by special resolution, and adopt the New ONE Nuclear Charter and the New ONE Nuclear Bylaws to be in effect following the Domestication. The form of each of the New ONE Nuclear Charter and the New ONE Nuclear Bylaws is attached to the accompanying proxy statement/prospectus as Annex B and Annex C, respectively.

107

● Proposal No. 5A through 5F — The “Advisory Organizational Documents Proposals” — to consider and vote upon six separate governance proposals to approve, in each case by way of special resolution and on a non-binding and advisory basis only, certain material changes between the HVII Charter and the New ONE Nuclear Charter and New ONE Nuclear Bylaws, which are being presented in accordance with SEC guidance and to give HVII shareholders the opportunity to present their separate views on important corporate governance procedures:

○ Proposal No. 5A—Changes to Authorized Share Capital;

○ Proposal No. 5B—Required Vote to Amend Charter;

○ Proposal No. 5C—Director Removal;

○ Proposal No. 5D—Exclusive Forum Provision;

○ Proposal No. 5E—Shareholder Action by Written Consent; and

○ Proposal No. 5F—Removal of Blank Check Company Provisions.

● Proposal No. 6 — The “Incentive Plan Proposal” — to consider and vote upon a proposal, by way of ordinary resolution, to approve and adopt the ONE Nuclear Equity Incentive Plan and any form award agreements thereunder. The form of the ONE Nuclear Equity Incentive Plan is attached to this proxy statement/prospectus as Annex F.

● Proposal No. 7 — The “Director Election Proposal” — to consider and vote upon a proposal to elect, by ordinary resolution, seven (7) directors, effective as of the Closing, to serve staggered terms on the board of directors of New ONE Nuclear until the date of the first, second and third annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified, subject to such director’s earlier death, disqualification, resignation, or removal.

● Proposal No. 8 — The “Adjournment Proposal” — to consider and vote upon a proposal to approve, by ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated votes at the time of the extraordinary general meeting, there are not sufficient votes to approve one or more proposals presented at the extraordinary general meeting to shareholders for vote, (ii) in order to seek withdrawals from HVII shareholders who have exercised their redemption right, or (iii) as otherwise determined by the Chairman of the extraordinary general meeting, in his sole discretion, to facilitate the Domestication, the Merger or any other transaction contemplated by the Business Combination Agreement or the related agreements.

HVII may not consummate the Business Combination unless each of the Condition Precedent Proposals is approved. Each of the Condition Precedent Proposals is cross conditioned on the approval of each of the other Condition Precedent Proposals. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in the accompany proxy statement/prospectus and is not a condition the approval of any of the Condition Precedent Proposals. The Advisory Organization Documents Proposals consists of non-binding advisory proposals.

Recommendation of the HVII Board with Respect to the Proposals

The HVII Board believes that the Business Combination Proposal and the other Proposals to be presented at the HVII Shareholders’ Meeting are in the best interest of HVII and recommends that HVII’s shareholders vote “FOR” each of the Proposals.

When you consider the recommendation of the HVII Board in favor of approval of the Business Combination Proposal and the other Proposals, you should keep in mind that our directors and officers have interests in the Business Combination that are different from or in addition to (or which may conflict with) your interests as an HVII Shareholder. Please see the section of this proxy statement/prospectus entitled “The Business Combination — Interests of HVII’s Directors and Officers in the Business Combination.”

Record Date; Who is Entitled to Vote

HVII has fixed the close of business on [___], 2026 as the Record Date for determining the HVII Shareholders entitled to notice of and to attend and vote at the HVII Shareholders’ Meeting, and any adjournments or postponements. HVII’s issued and outstanding HVII Rights do not have voting rights at the HVII Shareholders’ Meeting. As of the close of business on the Record Date, there were [___] HVII Ordinary Shares issued and outstanding and entitled to vote. Each HVII Ordinary Share is entitled to one vote per share.

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Quorum

The holders of at least a majority of the issued and outstanding HVII Ordinary Shares, present in person or by proxy will constitute a quorum.

Abstentions and Broker Non-Votes

With respect to each Proposal, you may vote “FOR,” “AGAINST” OR “ABSTAIN”.

If a shareholder fails to return a proxy card or fails to instruct a broker or other nominee how to vote and does not attend the HVII Shareholders’ Meeting, then the shareholder’s shares will not be counted for purposes of determining whether a quorum is present at the HVII Shareholders’ Meeting. If a valid quorum is established, any such failure to vote or to provide voting instructions will result in the relevant shares not being counted in connection with the vote on any Proposal.

Abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established but will not be counted in connection with the vote on any Proposal.

Vote Required for Approval

The following votes are required for each proposal at the HVII Shareholders’ Meeting:

● Business Combination Proposal: The Business Combination Proposal must be approved by ordinary resolution under the HVII Charter, being a resolution passed at the HVII Shareholders’ Meeting by a simple majority of the holders of the issued and outstanding HVII Ordinary Shares being entitled to do so, voting in person or by proxy thereon.

● Domestication Proposal: The Domestication Proposal must be approved by special resolution under the HVII Charter and Cayman Islands law, being a resolution passed at the HVII Shareholders’ Meeting by the affirmative vote of at least two-thirds of the holders of the issued and outstanding HVII Class B Ordinary Shares being entitled to do so, voting in person or by proxy thereon.

● Stock Issuance Proposal: The Stock Issuance Proposal must be approved by ordinary resolution under the HVII Charter and Cayman Islands law, being a resolution passed at the HVII Shareholders’ Meeting by a simple majority of the holders of the issued and outstanding HVII Ordinary Shares being entitled to do so, voting in person or by proxy thereon.

● Organizational Documents Proposal: The Organizational Documents Proposal must be approved by special resolution under the HVII Charter and Cayman Islands law, being a resolution passed at the HVII Shareholders’ Meeting by the affirmative vote of at least two-thirds of the holders of the issued and outstanding HVII Ordinary Shares being entitled to do so, voting in person or by proxy thereon.

● Advisory Organizational Documents Proposals: Approval of each of the Advisory Organizational Documents Proposals requires a special resolution under Cayman Islands law, being a resolution passed at the HVII Shareholders’ Meeting by the affirmative vote of at least two-thirds of the holders of the issued and outstanding HVII Ordinary Shares being entitled to do so, voting in person or by proxy thereon. A vote to approve each of the Advisory Organizational Documents Proposals is an advisory vote, and therefore, is not binding on HVII or ONE Nuclear or their respective boards of directors. Accordingly, regardless of the outcome of the non-binding, advisory votes on the Advisory Organizational Documents Proposals, HVII and ONE Nuclear intend that the New ONE Nuclear Charter and New ONE Nuclear Bylaws, in the forms attached to this proxy statement/prospectus as Annex B and Annex C, respectively, will take effect in connection with the Closing.

● Incentive Plan Proposal: The Incentive Plan Proposal must be approved by ordinary resolution under the HVII Charter and Cayman Islands law, being a resolution passed at the HVII Shareholders’ Meeting by a simple majority of the holders of the issued and outstanding HVII Ordinary Shares being entitled to do so, voting in person or by proxy thereon.

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● Director Election Proposal: The Director Election Proposal must be approved by ordinary resolution under the HVII Charter and Cayman Islands law, being a resolution passed at the HVII Shareholders’ Meeting by a simple majority of the holders of the issued and outstanding HVII Ordinary Shares being entitled to do so, voting in person or by proxy thereon.

● Adjournment Proposal: The Adjournment Proposal, if presented, must be approved by ordinary resolution under the HVII Charter and Cayman Islands law, being a resolution passed at the HVII Shareholders’ Meeting by a simple majority of the holders of the issued and outstanding HVII Ordinary Shares being entitled to do so, voting in person or by proxy thereon.

Voting Your Shares

Each HVII Ordinary Share that you own in your name entitles you to one vote. Your proxy card shows the number of HVII Ordinary Shares that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. There are two ways to vote your HVII Ordinary Shares at the HVII Shareholders’ Meeting.

● You Can Vote by Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. The proxy card must be received not less than 48 hours prior to the vote at the HVII Shareholders’ Meeting. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the HVII Board “FOR” each of the Proposals. Votes received after a matter has been voted upon at the HVII Shareholders’ Meeting will not be counted.

● You Can Attend the HVII Shareholders’ Meeting and Vote. If you attend the HVII Shareholders’ Meeting and submit your vote at the HVII Shareholders’ Meeting, in which case any proxy that you have given will be revoked and only the vote you cast at the HVII Shareholders’ Meeting will be counted.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the HVII Shareholders’ Meeting or at such meeting by doing any one of the following:

● you may send another proxy card with a later date so that it is received by HVII’s Executive Vice President, Chief Financial Officer and Secretary not less than 48 hours prior to the vote at the HVII Shareholders’ Meeting (which is scheduled to take place on [___], 2026 at [___] [a.m. / p.m.], Eastern time, via live webcast);

● you may notify Nicholas Geeza, HVII’s Executive Vice President, Chief Financial Officer and Secretary, by telephone at (847) 447-8504, by email at ngeeza@hennessycapitalgroup.com or in writing to c/o Hennessy Capital Investment Corp. VII, PO Box 1036, 195 US HWY 50, Suite 207, Zephyr Cove, Nevada 89448 before the HVII Stockholders’ Meeting that you have revoked your proxy; or

● you may attend the HVII Shareholders’ Meeting, revoke your proxy, and vote, as indicated above.

However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Who Can Answer Your Questions About Voting Your Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your HVII Ordinary Shares, you may call Advantage Proxy Inc., the proxy solicitor for HVII, by calling at (877) 870-8565; banks and brokers can call collect at (206) 870-8565, or by emailing ksmith@advantageproxy.com.

Vote of HVII’s Officers and Directors and the Sponsor

The Sponsor and HVII’s officers and directors have agreed to vote any HVII Class A Ordinary Shares and HVII Class B Ordinary Shares owned by them in favor of the Business Combination and the Proposals. Currently, the Sponsor and HVII’s officers and directors own approximately 26.26% of the issued and outstanding HVII Ordinary Shares, including all of the HVII Class B Ordinary Shares.

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As of the record date, the Sponsor and HVII’s officers and directors beneficially own an aggregate of approximately 6,833,333 HVII Ordinary Shares. As a result, in addition to the Initial Shareholders’ Founder Shares and HVII Class A Ordinary Shares, HVII would need (i) 6,178,334, or 32.52%, of the 19,000,000 HVII Public Shares sold in the IPO to be voted in favor of the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the Director Election Proposal and (ii) 10,515,556, or 55.3%, of the 19,000,000 HVII Public Shares sold in the IPO to be voted in favor of the Organizational Documents Proposal in order to have the Business Combination approved, assuming all outstanding shares are voted and the parties to the Letter Agreement do not acquire any HVII Public Shares. Assuming that only the holders of one-half of its issued and outstanding HVII Ordinary Shares, representing a quorum under the HVII Charter, vote their HVII Ordinary Shares at the HVII Shareholders’ Meeting, and also assuming that the parties to the Letter Agreement do not acquire any HVII Public Shares, in addition to the Initial Shareholders’ Founder Shares and HVII Class A Ordinary Shares (i) HVII would not need any HVII Public Shares to be voted in favor of the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the Director Election Proposal in order to approve the Business Combination but (ii) HVII would need 1,841,112, or 9.7%, of the 19,000,000 HVII Public Shares sold in the IPO to be voted in favor of the Organizational Documents Proposal in order to have the Business Combination approved.

Redemption Rights

Pursuant to the HVII Charter, any holders of HVII Class A Ordinary Shares may demand that such shares be redeemed in exchange for a per-share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued HVII Class A Ordinary Shares (the “Redemption Price”); provided that such HVII Shareholders follows the specific procedures for redemption set forth in this proxy statement/prospectus relating to the HVII Shareholder vote on the Business Combination. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will be cancelled and cease to be outstanding and will represent only the right to receive the Redemption Price. For illustrative purposes, based on funds in the Trust Account of approximately $196.40 million (after giving effect to permitted withdrawals and franchise and income taxes payable) on November 30, 2025, the estimated per share Redemption Price would have been approximately $10.34.

HVII Shareholders may elect to redeem their shares whether or not they are holders as of the Record Date and whether or not they vote for the Business Combination Proposal.

Redemption rights are not available to holders of HVII Rights in connection with the Business Combination.

In order to exercise your Redemption Rights, you must, prior to 5:00 p.m., Eastern time, on [          ], 2026 (two business days before the HVII Shareholders’ Meeting), both:

●	Submit a request in writing that HVII redeem your HVII Class A Ordinary Shares for cash to Odyssey Transfer and Trust Company, HVII’s transfer agent, at the following address:
	Odyssey Transfer and Trust Company 2155 Woodlane Drive, Suite 100 Woodbury, MN 55125 Tel: (612) 482-5100 Email: ContactUs@odysseytrust.com

● Deliver your HVII Class A Ordinary Shares either physically or electronically through DTC to Odyssey. HVII Shareholders seeking to exercise their Redemption Rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent. It is HVII’s understanding that HVII Shareholders should generally allot at least one week to obtain physical certificates from Odyssey. However, HVII does not have any control over this process and it may take longer than one week. HVII Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your HVII Class A Ordinary Shares as described above, your shares will not be redeemed.

Therefore, the election to exercise redemption rights occurs prior to the Domestication. For the purposes of HVII’s Charter, the exercise of Redemption Rights will be treated as an election to have such HVII Class A Ordinary Shares redeemed for cash.

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Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising Redemption requests and thereafter, with HVII’s consent. If you delivered your HVII Class A Ordinary Shares for redemption to Odyssey and decide within the required timeframe not to exercise your Redemption Rights, you may request that Odyssey return the HVII Class A Ordinary Shares (physically or electronically). You may make such request by contacting Odyssey at the phone number or address listed above.

Prior to exercising Redemption Rights, HVII Shareholders should verify the market price of their HVII Class A Ordinary Shares as they may receive higher proceeds from the sale of their HVII Class A Ordinary Shares in the public market than from exercising their Redemption Rights if the market price per HVII Class A Ordinary Shares is higher than the Redemption Price. HVII cannot assure you that you will be able to sell your HVII Class A Ordinary Shares in the open market, even if the market price per HVII Class A Ordinary Shares is higher than the Redemption Price stated above, as there may not be sufficient liquidity in the New ONE Nuclear Common Stock when you wish to sell your shares.

If you exercise your Redemption Rights, your HVII Class A Ordinary Shares will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive the Redemption Price. You will no longer own those HVII Class A Ordinary Shares. You will be entitled to receive cash for these HVII Class A Ordinary Shares only if you properly demand Redemption.

If the Business Combination Proposal is not approved and HVII does not consummate an initial business combination within the Completion Window or obtain the approval of HVII Shareholders to extend the deadline for HVII to consummate an initial business combination, HVII will be required to dissolve and liquidate and the HVII Rights will expire worthless.

Holders of HVII Units must separate the underlying HVII Class A Ordinary Shares and HVII Rights prior to exercising Redemption Rights with respect to the HVII Class A Ordinary Shares.

If you hold HVII Units registered in your own name, you must deliver the certificate for such HVII Units to Odyssey with written instructions to separate such HVII Units into HVII Class A Ordinary Shares and HVII Rights. This must be completed far enough in advance to permit the mailing of the HVII Class A Ordinary Shares certificates back to you so that you may then exercise your Redemption Rights upon the separation of the HVII Class A Ordinary Shares from the HVII Units.

Notwithstanding the foregoing Redemption Rights, an HVII Shareholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the outstanding HVII Class A Ordinary Shares sold in the IPO. The Sponsor and HVII’s officers and directors have agreed to waive their redemption rights in connection with the Business Combination with respect to any HVII Class A Ordinary Shares they may hold. HVII Class B Ordinary Shares will be excluded from the pro rata calculation used to determine the Redemption Price.

If you hold the shares in “street name”, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s deposit withdrawal at custodian (“DWAC”) system. Odyssey will typically charge the tendering broker $100, and it would be up to the broker to decide whether to pass this cost on to the redeeming shareholder. In the event the Business Combination is not consummated this may result in an additional cost to shareholders for the return of their Public Shares.

Appraisal Rights

The Cayman Islands Companies Act prescribes when shareholder appraisal rights are available and sets limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out herein, and the HVII Board has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares. Shareholders of HVII Ordinary Shares will have appraisal rights under the Cayman Islands Companies Act.

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Section 238. (1) of the Cayman Islands Companies Act provides that a member of a constituent company incorporated thereunder shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.

Section 239. (1) of the Cayman Islands Companies Act provides that no rights under section 238 of the Cayman Islands Companies Act shall be available in respect of the shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5) of the Cayman Islands Companies Act, provided that such section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 of the Cayman Islands Companies Act to accept for such shares anything except: (a) shares of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognized interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c).

Shareholders of HVII Ordinary Shares who are considering exercising dissenter’s rights are advised to consult appropriate legal counsel.

Proxy Solicitation

HVII is soliciting proxies on behalf of the HVII Board. This solicitation is being made by mail but also may be made by telephone or in person. HVII and HVII’s directors and officers may also solicit proxies in person, by telephone or by other electronic means. HVII will bear the cost of the solicitation.

HVII has hired [     ] to assist in the proxy solicitation process. HVII will pay that firm a fee of $[___] plus out-of-pocket expenses. Such fee will be paid with funds available at the Closing.

HVII will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. HVII will reimburse them for their reasonable expenses.

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THE BUSINESS COMBINATION

The Background of the Business Combination

The Business Combination with ONE Nuclear is a result of a thorough search for a potential transaction using the extensive network and investing and operating experience of HVII’s management team and the HVII Board. The terms of the Business Combination Agreement are the result of arm’s-length negotiations between representatives of HVII and ONE Nuclear. The following is a brief discussion of the background of these negotiations and the terms of the Business Combination.

Timeline of the General Search Process

HVII is a blank check company incorporated as a Cayman Islands exempted company on September 27, 2024, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. Hennessy Capital Group, LLC, a Delaware limited liability company (“HCG”), is the sole managing member of the Sponsor. Daniel J. Hennessy, HVII’s Chairman and Chief Executive Officer, and Thomas D. Hennessy, HVII’s President and Chief Operating Officer and Director, are the managing members of HCG.

In January 2025, HVII completed its IPO of 19,000,000 HVII Units, which included 1.5 million HVII Units sold pursuant to the partial exercise of the IPO underwriters’ over-allotment option), each HVII Unit consisting of one HVII Class A Ordinary Share and one HVII Right, generating total gross proceeds of $190,000,000. Substantially concurrently with the closing of the IPO, HVII consummated the private placement of 690,000 Private Placement Units at a price of $10.00 per Private Placement Unit to the Sponsor and the IPO underwriters, generating gross proceeds of $6,900,000. Of the 690,000 Private Placement Units, 500,000 Private Placement Units were purchased by the Sponsor and 190,000 Private Placement Units were purchased by the IPO underwriters.

Prior to the consummation of the IPO, neither HVII, nor its directors, officers, or anyone on its behalf, selected any specific target business or initiated any discussions, directly or indirectly, with any target business with respect to a transaction with HVII. While HVII may pursue an acquisition opportunity in any business, industry, sector or geographical location, HVII focused its search on target businesses that would satisfy the criteria set forth in HVII’s final prospectus for the IPO (as described in the section of this proxy statement/prospectus entitled “Business Of HVII and Certain Information About HVII — Acquisition Criteria”), which included target businesses that (i) have an expected aggregate enterprise value of $500 million or greater, (ii) operate in large addressable markets within the industrial technology and energy transition sectors, (iii) are poised for scalable, sustainable growth with distinct intellectual property and highly defensible, differentiated technology, (iv) have an experienced management team and (v) and would benefit from being publicly traded and can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company.

From the IPO closing date through the execution of the Business Combination Agreement on October 22, 2025, HVII’s management team considered a number of potential target companies with the objective of consummating an acquisition. Representatives of HVII contacted, and were contacted by, a number of individuals and entities who offered to present ideas for acquisition opportunities, including financial advisors and companies within the industrial technology and energy transition sectors. As part of its evaluation of potential acquisition targets, HVII’s management and the HVII Board discussed the status of HVII management’s and its representatives’ discussions with various acquisition targets. These updates generally addressed the potential targets under consideration and the status of the discussions, if any, with the respective acquisition targets. These updates continued throughout the period of time when HVII was evaluating various acquisition targets. HVII’s management team compiled a list of high priority potential targets and continuously updated and maintained this list throughout its search process.

During that period, HVII’s management team and representatives of HVII:

● identified and evaluated over 160 potential acquisition target companies (including ONE Nuclear);

● completed meaningful reviews of 37 different opportunities in the industrial technology, energy transition and nuclear energy generation sectors (including ONE Nuclear);

● entered into non-disclosure agreements with 42 potential acquisition targets (including ONE Nuclear);

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● provided an initial non-binding indication of interest to 10 potential acquisition targets or their representatives; and

● submitted a non-binding letter of intent with respect to one potential acquisition target (i.e., ONE Nuclear).

HVII’s management team reviewed the potential opportunities, including the Business Combination, based on the same criteria set forth in HVII’s final prospectus for the IPO and other relevant considerations, factors and criteria. HVII’s management team did not pursue a potential transaction with the other potential acquisition targets for a variety of factors, including the inability to reach a valuation that was acceptable to both sides and mutual decisions to pursue potential alternative transactions.

HVII decided to pursue a combination with ONE Nuclear because it determined that ONE Nuclear represented a compelling opportunity based upon ONE Nuclear’s dual natural gas and nuclear power generation development strategy, strong commercial relationships, experienced and committed management team and the significant anticipated growth in global electricity consumption and demand, especially for low-carbon baseload power. For additional details about the HVII Board’s reasons for approving the Business Combination, see the section of this proxy statement/prospectus entitled “The Business Combination — The HVII Board of Directors’ Reasons for the Approval of the Business Combination.”

HVII and its advisors determined that the other alternative business combination targets were less suitable than ONE Nuclear when taking into account their management teams, strategies, business prospects, structures, valuations and likelihood of execution.

Timeline of the Business Combination

The following chronology summarizes the key meetings and events that led to the execution of the LOI (as defined below) and Business Combination Agreement and other ancillary agreements with ONE Nuclear, but it does not purport to describe all correspondence or communications among representatives of HVII, ONE Nuclear and the other parties involved in the business combination search and negotiation.

During early 2025, ONE Nuclear reviewed and evaluated its opportunities and alternatives for financing development of its initial sites. Such opportunities and alternatives included, among other things, a business combination with a SPAC to raise equity financing and to provide ONE Nuclear with greater access to debt and equity sources in the future. On March 13, 2025, ONE Nuclear engaged B. Riley Securities, Inc. (“B. Riley”) as its financial advisor, and ONE Nuclear and B. Riley agreed to contact SPACs to evaluate the terms of a potential business combination. As compensation for B. Riley’s services, B. Riley is entitled to receive a cash transaction fee payable upon closing of the Business Combination equal to 2% of the aggregate transaction value, which includes the Business Combination.

On May 28, 2025, Mr. Chad Ritchie, Managing Director at B. Riley, contacted Mr. Daniel J. Hennessy, HVII’s Chairman and Chief Executive Officer, regarding ONE Nuclear and the opportunity to take ONE Nuclear public through a De-SPAC transaction. Mr. Ritchie and the B. Riley team were familiar with Mr. Daniel Hennessy because Hennessy Capital is a serial SPAC sponsor and has actively reviewed opportunities in the industrial technology, energy transition and nuclear energy generation sectors in connection with prior SPACs, and Mr. Daniel Hennessy was familiar with the B. Riley team from its financial advisory work on numerous SPAC transactions.

On May 29, 2025, HVII and ONE Nuclear executed a non-disclosure agreement, and HVII received access to the ONE Nuclear investor presentation and virtual dataroom. The HVII management team commenced initial due diligence and review of the virtual data room. ONE Nuclear continued to update the virtual dataroom with additional diligence materials until the execution of the Business Combination Agreement.

On June 3, 2025, Richard Taylor, Co-Founder, Chairman and Chief Executive Officer of ONE Nuclear, Robert Carilli, Co-Founder and Chief Strategy Officer of ONE Nuclear, Kevin Dowd, Co-Founder and Chief Operating Officer of ONE Nuclear, and representatives of B. Riley presented an overview of the ONE Nuclear business model, business plan, partnerships and industry demand to Mr. Daniel Hennessy, Mr. Thomas Hennessy, Mr. Nick Geeza and Ms. Megan Cai, a Vice President of HVII, as representatives of HVII.

On June 12, 2025, Ms. Cai, on behalf of HVII, participated in a videoconference with Messrs. Taylor, Carilli and Dowd of ONE Nuclear, as well as representatives from B. Riley, to review and discuss in further detail ONE Nuclear’s business model and historical financial statements.

On June 20, 2025, representatives of B. Riley held a videoconference with HVII’s management team to discuss updates with respect to ONE Nuclear’s business plans, questions HVII had about ONE Nuclear, and the HVII management team’s preliminary assessment of the ONE Nuclear opportunity based on information provided and reviewed.

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On June 23, 2025, HVII submitted a non-binding letter of intent to ONE Nuclear, providing for the following terms:

● a pre-money equity valuation of ONE Nuclear of $1.75 billion, not subject to any adjustment for cash, debt, working capital, transactions expenses or otherwise (but subject to a commitment to manage working capital in the ordinary course of business consistent with past practice), payable entirely in common shares valued at the Redemption Price at the time of closing of the Business Combination (which valuation was based on a review of other pre-commercial industry peers with public (or publicly announced) market valuations, including the following: Oklo Inc. (NYSE: OKLO) ($9.7 billion), Nuscale Power Corp. (NYSE: SMR) ($11.5 billion), Nano Nuclear Energy Inc. (NASDAQ: NNE) ($1.8 billion), Terra Innovatum Global N.V. (NASDAQ: NKLR) ($0.5 billion) and Terrestrial Energy Inc. (NASDAQ: IMSR) ($0.9 billion), in each case as of June 19, 2025, and in the case of each of Terra Innovatum and Terrestrial Energy, based on the implied valuation from its publicly announced De-SPAC business combination (which was pending as of such date, but subsequently completed on October 9, 2025 and October 28, 2025, respectively));

● a minimum gross cash closing condition of $25 million (prior to all fees and expenses), waivable solely by ONE Nuclear;

● customary lock-up provisions, including a 180-day post-closing lock-up for all ONE Nuclear Members and holders of Founder Shares;

● customary registration rights for certain shareholders of the combined company in a form to be mutually agreed upon between the parties;

● each of ONE Nuclear and HVII would be responsible for all of their expenses prior to the Closing and the combined company would pay all transaction expenses at the Closing from cash sources available to the combined company;

● completion of ONE Nuclear’s PCAOB audits prior to August 31, 2025;

● a three-class staggered board of directors of the combined company, of which ONE Nuclear would have the right to designate five of the initial directors, with two additional independent initial directors to be nominated by HVII (subject to ONE Nuclear’s reasonable approval); and

● a binding mutual exclusivity provision for 45 days, with an automatic extension of 30 additional calendar days if neither party provided written notice of termination to the other party prior to expiration.

On June 27, 2025, Mr. Daniel Hennessy, Mr. Thomas Hennessy, Mr. Nick Geeza and Ms. Megan Cai of HVII held a videoconference with Messrs. Taylor, Carilli and Dowd of ONE Nuclear and representatives of B. Riley to discuss the terms of HVII’s draft letter of intent, the proposed transaction structure, process and valuation.

On June 30, 2025, B. Riley held a videoconference with HVII’s management team to address HVII’s follow-up due diligence questions regarding ONE Nuclear’s business model and plans, including with respect to the technology of, and ONE Nuclear’s commercial relationship with, Rolls-Royce SMR.

On July 9, 2025, Mr. Daniel Hennessy, Mr. Thomas Hennessy, Mr. Nick Geeza and Ms. Megan Cai of HVII held a videoconference with Messrs. Taylor, Carilli and Dowd of ONE Nuclear and representatives of B. Riley to discuss the terms of HVII’s June 23, 2025 draft letter of intent, including a reduction in the pre-money equity valuation to $1 billion and the potential addition of an earnout structure. The revised pre-money equity valuation reflected the parties’ agreement that a $1 billion valuation for ONE Nuclear at closing, coupled with a post-closing earnout, would better facilitate the combined company securing a greater amount of cash at the Closing by making the proposed business combination more attractive both to potential investors in the PIPE Investment and to current HVII Shareholders who might otherwise exercise their Redemption Rights.

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On July 10, 2025, HVII sent B. Riley and ONE Nuclear a proposed earnout structure of up to an additional 13.0 million shares of the combined company, one-third of which would be earned upon the achievement during the three-year period following the Closing of the combined company’s share price being greater than or equal to each of the three following share price thresholds: $12.50, $15.00 and $17.50. B. Riley confirmed on July 11, 2025 that the ONE Nuclear team was pleased with the proposed earnout structure and requested that HVII update its non-binding letter of intent accordingly.

On July 18, 2025, HVII submitted a revised non-binding letter of intent to B. Riley and ONE Nuclear based on feedback received during the June 27, 2025 and July 9, 2025 videoconferences. The revised letter of intent provided for the following changes to the June 23, 2025 draft, among others:

● reducing the pre-money equity valuation of ONE Nuclear to $1.0 billion;

● adding an earnout providing for the issuance to the ONE Nuclear Members of up to an additional 13.0 million shares of the combined company, one-third of which would be earned upon the achievement during the three-year period following the Closing of the combined company’s share price being greater than or equal to each of the three following share price thresholds: $12.50, $15.00 and $17.50; and

● increasing the minimum gross cash closing condition to $50 million.

On July 21, 2025, B. Riley (on behalf of ONE Nuclear) submitted a revised letter of intent (the “LOI”) to HVII, which provided for the following changes to HVII’s July 18, 2025 draft letter of intent, among others:

● the $50 million minimum cash condition would be net of transaction fees and expenses, including any PIPE fees and expenses (the “Minimum Cash Condition”);

● completion of ONE Nuclear’s PCAOB audits prior to September 30, 2025; and

● up to 5% of the shares to be issued to ONE Nuclear Members would not be subject to the lock-up solely for the purpose of serving as collateral on loans or margin accounts.

On July 23, 2025, HVII and ONE Nuclear executed the LOI.

Beginning July 24, 2025 through the execution of the Business Combination Agreement, representatives of HVII, ONE Nuclear, B. Riley, CCM, financial advisor to HVII, Sidley Austin LLP, legal counsel to HVII (“Sidley”), and Nelson Mullins Riley & Scarborough LLP, legal counsel to ONE Nuclear (“Nelson Mullins”), met regularly with bi-weekly meetings to discuss various topics, including ONE Nuclear’s business and strategy updates, transaction and documentation status, due diligence matters and marketing and communications strategies.

During August 6, 2025 on August 7, 2025, Mr. Daniel Hennessy, Mr. Thomas Hennessy, Mr. Geeza, Ms. Cai and Mr. Grant Allen, a director of HVII, Messrs. Brandon Sun and Thomas Deloache, as the representatives of CCM, Messrs. Taylor, Carilli and Dowd, as representatives of ONE Nuclear, and Messrs. Chad Ritchie and Dominic Riley, as the representatives of B. Riley, met for multiple in-person meetings in Miami, Florida, which included a detailed management presentation by ONE Nuclear’s management team, various discussions regarding ONE Nuclear’s business plan, commercial due diligence, investor presentation, marketing efforts and strategy, financing options, potential process timeline and business combination documentation and workstreams.

On August 14, 2025, representatives of Sidley and Nelson Mullins met via videoconference to discuss preliminary legal topics, including legal due diligence and transaction structuring.

On August 18, 2025, HVII engaged Teneo Strategy LLC (“Teneo”) to assist HVII with conducting industry and commercial due diligence on the nuclear SMR industry and ONE Nuclear.

On August 25, 2025, HVII and ONE Nuclear amended the LOI to extend the exclusivity period until September 30, 2025. Also on August 25, 2025, Nelson Mullins delivered an initial draft of the Business Combination Agreement to HVII and Sidley.

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On August 29, 2025, Nelson Mullins and Sidley met telephonically to discuss issues related to the draft Business Combination Agreement.

On September 5, 2025, Sidley sent Nelson Mullins a revised draft of the Business Combination Agreement, which provided for the following material modifications, among others: (i) making the Minimum Cash Condition a mutual closing condition, (iv) splitting filing fees related to the Business Combination evenly between ONE Nuclear and HVII, (iii) expanding the representations made by ONE Nuclear and narrowing the representations made by HVII, (iv) narrowing exceptions to ONE Nuclear’s interim operating covenants, (v) with respect to ONE Nuclear’s and HVII’s closing conditions, revising the “bring-down” standard for certain representations and warranties of ONE Nuclear and HVII, (vi) adding a mutual termination right if the HVII Shareholders fail to approve the Business Combination, (vii) adding an outside date of December 31, 2025, with an automatic extension to March 31, 2026 if certain PIPE Investment subscription agreements are executed by December 31, 2025, and (viii) adding a termination right for HVII if ONE Nuclear’s audited financial statements are not delivered by October 31, 2025.

On September 10, 2025, Mr. Taylor, on behalf of ONE Nuclear, gave a management presentation to the HVII Board about ONE Nuclear’s business plan, including an illustrative timeline of developments, near-term natural gas electricity generation focus, various commercial relationships, the state of SMR technology and discussions with Rolls-Royce SMR, ONE Nuclear’s primary SMR technology provider. Mr. Taylor also answered questions from members of the HVII Board relating to ONE Nuclear’s business.

On September 16, 2025, Nelson Mullins sent Sidley a revised draft of the Business Combination Agreement, which provided for the following material modifications, among others: (i) making HVII solely responsible for payment of all filing fees related to the Business Combination and (ii) making the Minimum Cash Condition a unilateral closing condition in favor of ONE Nuclear.

On September 17, 2025, Nelson Mullins delivered the initial draft of the ONE Nuclear disclosure schedules to Sidley, which were periodically updated and supplemented through the execution of the Business Combination Agreement.

On September 18, 2025, the HVII Board held a meeting and received presentations about the findings from the due diligence reviews conducted by HVII and its advisors, including Teneo, Lockton Companies Inc. (“Lockton”), HVII’s adviser with respect to insurance matters, and Sidley. The Teneo presentation summarized key findings from Teneo’s discussions with key ONE Nuclear commercial partners (excluding Rolls-Royce SMR) and certain key business risks presented by ONE Nuclear’s strategy. During this meeting, Sidley provided an overview to the HVII Board regarding key terms of the draft Business Combination Agreement and the key open issues. CCM also delivered a presentation on the valuation of ONE Nuclear compared to comparable public companies with a significant focus on SMRs.

On September 19, 2025, Nelson Mullins distributed an initial draft of the Member Support Agreement to Sidley, which draft was further negotiated prior to the signing of the Business Combination Agreement to provide for customary updates to certain representations and covenants.

On September 20, 2025, Sidley sent Nelson Mullins a revised draft of the Business Combination Agreement, which provided for the following material modifications, among others: (i) setting November 15, 2025 as the deadline for delivery of ONE Nuclear’s PCAOB audited financial statements, (ii) making the Minimum Cash Condition a mutual condition, (iii) extending the outside date to March 31, 2026, while adding a termination right that would allow either party to terminate the Business Combination Agreement after December 31, 2025 if certain PIPE Investment subscription agreements have not been executed by such date, and (iv) splitting filing fees related to the Business Combination evenly between ONE Nuclear and HVII.

On September 25, 2025, Mr. Daniel Hennessy met in-person with Coen Weddepohl, the Chief Financial Officer of ONE Nuclear, and discussed ONE Nuclear’s business plan and strategy and commercial relationships.

On September 26, 2025, Nelson Mullins sent Sidley a revised draft of the Business Combination Agreement, which provided for the following material modifications, among others: (i) making HVII solely responsible for payment of all filing fees related to the Business Combination, (ii) making the Minimum Cash Condition a unilateral closing condition in favor of ONE Nuclear, and (iii) removing the mutual termination right if certain PIPE Investment subscription agreements have not been executed by December 31, 2025.

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On September 30, 2025, HVII and ONE Nuclear amended the LOI to extend the exclusivity period until October 17, 2025.

On October 8, 2025, the HVII Board held a meeting at which CCM presented an update on capital market conditions and the market reaction to other pending De-SPAC business combinations with SMR-focused targets that were anticipated to close in the near-term and to the recently completed Fermi Inc. initial public offering. Additionally, Mr. Taylor presented an update on the ONE Nuclear business model and plans, including efforts to strengthen commercial relationships with multiple SMR providers beyond Rolls-Royce SMR in order to expand ONE Nuclear’s supplier options. Additionally, representatives from Teneo presented on the electricity generation market, focusing on gas and nuclear generation, and Sidley provided an update regarding the Business Combination Agreement and key open issues.

On October 15, 2025, representatives of HVII and B. Riley (on behalf of ONE Nuclear) met via videoconference to discuss the key open issues in the Business Combination Agreement, and they agreed to remove the Minimum Cash Condition and the mutual termination right for failure to enter into certain PIPE Investment subscription agreements by December 31, 2025 in order to increase closing certainty, and on October 17, 2025, Sidley sent Nelson Mullins a revised draft of the Business Combination Agreement reflecting these updates.

On October 17, 2025, HVII and ONE Nuclear amended the LOI to extend the exclusivity period until October 24, 2025.

Between October 17, 2025 and October 22, 2025, representatives of Sidley and Nelson Mullins participated in numerous conference calls and exchanged multiple drafts of the Business Combination Agreement, Sponsor Support Agreement, form of A&R Registration Rights Agreement and form of Lock-Up Agreement. The final material points negotiated in the Business Combination Agreement included: (i) setting December 31, 2025 as the deadline for delivery of ONE Nuclear’s PCAOB audited financial statements and (ii) extending the outside date to April 30, 2025.

On October 21, 2025, Teneo conducted a commercial due diligence call with Rolls-Royce SMR.

On October 22, 2025, the HVII Board met and representatives from CCM, Teneo, Lockton and Sidley provided final due diligence updates, and HVII’s management team discussed the final updates to the investor presentation. At the meeting, Sidley also presented to the HVII Board the proposed final terms of the Business Combination Agreement, including forms of the A&R Registration Rights Agreement and Lock-Up Agreement, Sponsor Support Agreement and Member Support Agreement, and upon conclusion of the presentation, the HVII Board (including all independent directors) unanimously approved and adopted the proposed Business Combination Agreement, Sponsor Support Agreement, Member Support Agreement and all other transactions and transaction documents contemplated thereby.

Later on October 22, 2025, the parties executed the Business Combination Agreement, the Sponsor Support Agreement and the Member Support Agreement.

Before the market opened on October 23, 2025, HVII and ONE Nuclear issued a joint press release announcing the parties’ entrance into the agreements. Shortly afterwards, HVII filed a Current Report on Form 8-K with the SEC, which included the joint press release, the investor presentation, the Business Combination Agreement (and related exhibits), Sponsor Support Agreement and Member Support Agreement.

On November 14, 2025, HVII signed an engagement letter with CCM to formalize its engagement of CCM in connection with the Business Combination, pursuant to which CCM agreed to act as a non-exclusive financial advisor in connection with HVII’s initial business combination (including the Business Combination) and capital markets advisor and placement agent in connection with any private placement of equity, debt or convertible securities or other capital raising transaction by HVII (including the PIPE Investment). As compensation for CCM’s services, CCM is entitled to receive (i) a $500,000 cash transaction fee payable upon the closing of HVII’s initial business combination (subject to dollar-for-dollar reduction to the extent CCM’s Deferred Underwriting Commission is in excess of $2.0 million); (ii) 150,000 common shares (or equivalent equity) of the publicly listed post-business combination company (to be issued upon closing of HVII’s initial business combination); and (iii) 5.0% of the gross proceeds raised from investors or other third parties identified by CCM and received by HVII or the target upon closing of the PIPE Investment or other capital raising transaction.

The HVII Board of Directors’ Reasons for the Approval of the Business Combination

Before unanimously approving the Business Combination Agreement and the Transactions and determining that the Transactions are in the best interests of HVII and its shareholders, the HVII Board reviewed the results of the due diligence conducted by its management team and HVII’s advisors, which included:

● research on comparable companies and transactions within the industrial technology, energy transition and nuclear energy generation sectors;

● research on the natural gas and nuclear energy generation sectors within the United States, including industry trends, cycles, market growth opportunities, short- and long-term demand drivers, recent and expected technological developments and projections, including meaningful reviews by HVII’s management team of approximately 20 different opportunities in the industrial technology, energy transition and nuclear energy generation sectors;

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● extensive meetings and calls with ONE Nuclear’s management team and its representatives regarding, among other matters, ONE Nuclear’s planned operations, business plan, expected and potential commercial counterparties, pipeline opportunities, go-to-market strategy, nuclear technology options and strategies, regulatory overlay and operational, financing and developmental risks; and ONE Nuclear’s capital requirements, financial plan and financial prospects;

● review of ONE Nuclear’s regulatory matters, personnel, strategic collaboration agreements and commercial opportunities;

● consultation with legal and financial advisors and industry experts; and

● extensive third-party due diligence, including commercial due diligence with ONE Nuclear’s planned commercial partners, industry assessments of the natural gas and nuclear energy generation sectors in the United States and customary confirmatory due diligence, including financial and accounting, legal, tax, and risk management due diligence.

In approving the Business Combination Agreement and the Transactions, the HVII Board determined not to obtain a third-party valuation or fairness opinion. The officers and directors of HVII have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background, together with the experience and sector expertise of HVII’s financial advisor, enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, HVII’s officers, directors and advisors have substantial experience with public and private mergers and acquisitions, including multiple prior De-SPAC transactions completed by HVII’s management team.

The HVII Board considered a wide variety of factors in connection with its evaluation of the Transactions. In light of the complexity of those factors, the HVII Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the HVII Board may have given different weight to different factors in reaching the directors’ respective decisions. This explanation of the HVII Board’s reasons for approving the Transactions, and all other information presented in this section, is not intended to be exhaustive but includes material factors considered by the HVII Board and is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section of this proxy statement/prospectus entitled “Cautionary Note Regarding Forward-Looking Statements.”

Further, the final prospectus for the IPO identified the general criteria and guidelines that HVII believed would be important in evaluating prospective target businesses, although HVII also indicated it may enter into a business combination with a target business that does not meet these criteria and guidelines. The HVII Board considered these criteria in its evaluation of ONE Nuclear and the Business Combination, which include identifying companies that (i) have an expected aggregate enterprise value of $500 million or greater, (ii) operate in large addressable markets within the industrial technology and energy transition sectors, (iii) are poised for scalable, sustainable growth with distinct intellectual property and highly defensible, differentiated technology, (iv) have an experienced management team and (v) would benefit from being publicly traded and can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company.

In considering the Transactions, the HVII Board considered a number of positive factors, including, but not limited to, the following material factors, which are not necessarily presented in the order of relative importance:

● Dual Natural Gas and Nuclear Power Generation Development Strategy. ONE Nuclear plans to develop energy parks using multiple fuel sources, which is expected to position ONE Nuclear for scalable, sustainable growth. In particular, ONE Nuclear plans to supplement its long-term nuclear power generation with near-term natural gas power generation. By pursuing natural gas generation, ONE Nuclear expects to accelerate its cash flow generation and strengthen its competitive position while concurrently pursuing longer-term nuclear generation opportunities. ONE Nuclear has a strong commercial relationship with Rolls-Royce SA, a vendor of natural gas power generators, and ONE Nuclear plans to install gigawatt scale natural gas generation capacity to provide power output and projected revenue in 2028, ahead of commissioning of nuclear power generation facilities.

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● Commercial Relationships. The ONE Nuclear management team has actively worked to establish commercial relationships and framework agreements with key industry participants, including Rolls-Royce SA in connection with future orders of natural gas generators, FutureWorx and Black & Veatch, who bring decades of nuclear, engineering, procurement and construction (EPC), and project-finance expertise and a track record of executing and delivering on complex energy projects, and a global energy company for offtake and market access. ONE Nuclear further has active engagements with multiple leading nuclear SMR technologies in order to secure access, licensing readiness and deployment flexibility across multiple reactor designs.

● Differentiated Platform with Strong Pipeline of Operational Sites, Including Access to First Two Priority Development Sites. ONE Nuclear’s management team actively works with a diverse array of pipeline sources to identify numerous potential development sites. Once a potential development site is identified, the ONE Nuclear management team analyzes the site with its proprietary screening criteria. ONE Nuclear has identified over 75 potential operational sites, including ten (10) that the ONE Nuclear management team has internally classified as priority sites. As of the date of the Business Combination Agreement, ONE Nuclear had negotiated certain access to its first two priority development sites, one in East Texas and one in West Oklahoma. ONE Nuclear’s management team is targeting approximately one gigawatt of natural gas power generation at each site by 2028 and up to an aggregate of approximately three gigawatts of additional nuclear power generation by 2034.

● Multi-Technology Nuclear Strategy. The ONE Nuclear management team has commercial relationships with multiple nuclear technology developers, including a multi-year relationship with one technology vendor, and ONE Nuclear’s management team actively monitors technology developments in the nuclear power generation industry. ONE Nuclear plans to work with multiple nuclear technology providers, which will position ONE Nuclear to select the optimal technology for its various future customers and sites.

● ONE Nuclear will Benefit Substantially from Being a Public Company. The Business Combination is expected to provide growth capital and enhance ONE Nuclear’s public profile with potential capital sources and other key partners, and ONE Nuclear expects its status as a public company to provide broader access to both debt and equity capital for the future development of its priority sites, beginning with its first two identified development sites.

● Experienced and Committed Management Team. ONE Nuclear’s management team has extensive industry experience in the energy sector and backgrounds in operations, entrepreneurship, business development, finance, investment, technology and risk management through senior leadership positions at companies ranging from start-ups to BP, one of the world’s largest energy companies. The ONE Nuclear management team intends to continue with New ONE Nuclear following the Closing. For additional information regarding ONE Nuclear’s executive officers, see “Board of Directors and Management of New ONE Nuclear Following Business Combination.”

● Growth in Electricity Consumption and Demand. Numerous third-party industry sources project strong growth in the consumption and demand for electricity, including as a result of the structural tailwinds of hyperscaler expansion, AI data center growth and rising global energy needs. Additionally, estimates of long-term demand for nuclear electricity generation exceed current publicly-announced planned capacity.

● Growing Global Support for Nuclear, including Small Modular Reactors’ Potential to Play a Large Role. Nuclear power, and specifically small modular reactors, are expected to play a significant role in the future of energy because of the safety profile of small reactors versus traditional large scale nuclear reactors, as well as the ability of small reactors to scale and provide a reliable source of carbon-free power. In May 2025, President Trump issued multiple executive orders aimed at promoting nuclear power generation.

● Bipartisan Political Support for Nuclear Energy Sources. The support for advanced nuclear solutions currently spans both sides of the political aisle, despite an otherwise generally polarized domestic political landscape, which is expected to provide more stable support for a favorable regulatory environment for nuclear power generation.

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● Attractive Market Valuation Compared to Publicly-Traded Industry Peers. The HVII Board, in consultation with its financial advisor, considered the favorable valuation of ONE Nuclear implied by the Business Combination compared to other pre-commercial industry peers with public (or publicly announced) market valuations. In particular, the HVII Board considered that Fermi Inc. (NASDAQ: FRMI), a peer developer of baseload, multi-fuel energy generation also seeking funding to develop its initial site, had a market valuation of $12.9 billion as of October 21, 2025, compared to a pre-money equity value implied by the Business Combination of $1 billion for ONE Nuclear. Similarly, the HVII Board compared the implied valuation of ONE Nuclear to the public market valuations for other pre-commercial publicly-traded companies focused on SMR technology, which consisted of Oklo Inc. (NYSE: OKLO) ($20.4 billion), Nuscale Power Corp. (NYSE: SMR) ($10.9 billion), Nano Nuclear Energy Inc. (NASDAQ: NNE) ($1.8 billion), Terra Innovatum Global N.V. (NASDAQ: NKLR) ($0.7 billion) and Terrestrial Energy Inc. (NASDAQ: IMSR) ($0.9 billion), in each case as of October 21, 2025, and in the case of Terrestrial Energy, based on the implied valuation from its publicly announced De-SPAC business combination (which was pending as of such date, but subsequently completed on October 28, 2025).

● Pro Forma Ownership. The HVII Board took note of the fact that, following completion of the Business Combination and assuming (for illustrative purposes) no redemptions of HVII Class A Ordinary Shares and a PIPE Investment of $15 million, with the outstanding HVII Class A Ordinary Shares and PIPE Investment collectively amounting to 21 million shares of New ONE Nuclear Common Stock, based on an assumed redemption price of $10.27 (the approximate redemption price as of September 30, 2025), immediately following the Closing, existing ONE Nuclear equityholders would own approximately 77% of the outstanding shares of New ONE Nuclear Common Stock and are receiving no cash consideration in the Business Combination, the Sponsor would own approximately 6% of the outstanding shares of New ONE Nuclear Common Stock and public shareholders, including the investors in the $15 million PIPE Investment, would own approximately 6% of the outstanding shares of New ONE Nuclear Common Stock. The pro forma ownership percentages of the preceding sentence exclude the Earnout Shares and shares of New ONE Nuclear Common Stock issuable under the ONE Nuclear Equity Incentive Plan but include the shares of New ONE Nuclear Common Stock issuable in respect of the outstanding HVII Public Rights. While existing HVII shareholders will collectively be minority shareholders of New ONE Nuclear, this is reflective of the existing ONE Nuclear equityholders’ agreement to an all-stock merger, which helps preserve cash proceeds from the Trust Account and the PIPE Investment at the Closing for investment in New ONE Nuclear’s future business plans and growth strategies. Existing ONE Nuclear equityholders are not selling their equity positions in connection with the Business Combination as there is no cash component of the consideration, which the HVII Board believed reflects such equityholders’ belief in and commitment to the continued growth prospects of ONE Nuclear going forward.

● Lock-Up. All of the existing ONE Nuclear equityholders, the Sponsor, and the other holders of Founder Shares will be restricted from transferring their shares of New ONE Nuclear Common Stock for six months following the Closing, subject to certain early release and permitted transfer exceptions as further described in the section of this proxy statement/prospectus entitled “Certain Agreements Related to the Business Combination — Lock-Up Agreements.”

● Terms and Conditions of the Business Combination Agreement. In addition to the attractive market valuation of the financial terms of the Business Combination Agreement, the HVII Board considered the other terms and conditions of the Business Combination Agreement, including the nature and scope of the closing conditions and the likelihood of obtaining any necessary regulatory approvals and the arm’s length negotiations between HVII and ONE Nuclear.

● Other Alternatives. The HVII Board believes, after a review of other opportunities reasonably available to HVII, that the proposed Business Combination represents an optimal potential business combination opportunity for HVII.

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The HVII Board also gave consideration to a variety of uncertainties and risks and other potentially negative factors concerning the Transactions, including, but not limited to, the following negative factors, which are not necessarily presented in the order of relative importance:

● Macroeconomic Risks: Macroeconomic uncertainty and the effects it could have, including on electricity demand, demand for new electricity generation and New ONE Nuclear’s costs, revenues and financing options;

● Regulatory Risks: The risk of changes in ONE Nuclear’s regulatory environment, including changes to nuclear regulation or laws, and the risks associated with ONE Nuclear’s operations being subject to complex laws, rules and regulations that can adversely affect the cost, manner or feasibility of doing business, in particular the risk of timeline delays relating to regulatory approvals or certifications;

● Nuclear Risks: The risk that nuclear accidents, even if wholly unrelated to ONE Nuclear’s business, may alter the prevailing industry and political tailwinds with respect to nuclear adoption;

● Demand Risks: The risk that projected demand for electricity is lower than industry projections, including if the rate of data center construction slows;

● No Operating History: The fact that ONE Nuclear is an early-stage company in an emerging market with an unproven business model, access to a new and unproven technology model and no operating history or historical revenue, and that ONE Nuclear faces execution risk across all major components of its business, which makes it difficult to evaluate its current business and prospects;

● Commercial Contracts Risks: The risk that ONE Nuclear has not entered into binding agreements to secure access to or purchase any gas or nuclear generators or entered into any binding contract, offtake arrangement or power purchase agreement with any customers and there is no guarantee that ONE Nuclear will be able to do so in the future, that it will be able to enter into any such agreements on favorable terms, or that ONE Nuclear will be able to obtain and retain all of the intellectual property licenses it requires to conduct its planned business;

● Financing Risks: The fact that ONE Nuclear’s business plans will require it to raise substantial additional amounts of capital to support its operations and implementation of its growth plans. Future capital needs will likely require ONE Nuclear to sell additional equity or debt securities that would dilute or subordinate the rights of the common stockholders. Any such funding and the associated terms will be highly dependent upon market conditions and the progress of ONE Nuclear’s business at the time ONE Nuclear seeks funding;

● Public Company Readiness: The challenges associated with preparing ONE Nuclear, a private entity, for the applicable disclosure and listing requirements to which New ONE Nuclear will be subject as a publicly traded company, including the time and attention of management and employees that will be diverted from operating matters to achieve and maintain such requirements;

● Environmental Risks: The physical site risks that ONE Nuclear may face, including severe weather events, environmental conditions or other disasters which could result in an interruption of ONE Nuclear’s operations, a delay in the completion of its sites, higher construction costs and the deferral of the dates on which it could receive revenue;

● SMR Technology Risks: The fact that ONE Nuclear’s business as an indirect vendor of SMR technology is exposed directly or indirectly to the risks inherent in the development, construction and operation of nuclear reactors, and the market for SMRs generating nuclear power is not yet established and may not grow as expected;

● Site Selection Risks: The risk that ONE Nuclear’s screening criteria for selecting sites for developments may be improper or incomplete, leading ONE Nuclear to expend resources on sites that do not produce revenue or that otherwise do not meet ONE Nuclear’s expectations;

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● Personnel Risks: The risk that certain key employees of ONE Nuclear might not choose to remain with the combined company post-closing and ONE Nuclear’s management team has limited experience in operating a public company;

● Uncertainty of Benefits: The risk that the potential benefits of the Transactions may not be fully achieved or may not be achieved within the expected timeframe;

● Redemption Risk: The risk that some of HVII’s shareholders decide to exercise their Redemption Rights, thereby depleting the amount of cash available in the Trust Account to adequately support ONE Nuclear’s growth agenda following completion of the Business Combination;

● Liquidation of HVII: The risks and costs to HVII if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in HVII being unable to effectuate a business combination within the completion window and force HVII to liquidate in accordance with the HVII Charter;

● Diversion of Management: The potential for diversion of ONE Nuclear management and employee attention during the period prior to the completion of the Business Combination, and the potential negative effects on ONE Nuclear’s business as a result thereof;

● Shareholder Vote: The risk that HVII’s shareholders may fail to provide the respective votes necessary to effectuate the Business Combination;

● Non-Survival: The risk that the remedies for breach of representations, warranties or covenants will not survive the Closing;

● Closing Conditions: The fact that completion of the Transactions is conditioned on the satisfaction of certain closing conditions that are not within HVII’s control;

● Litigation: The possibility of litigation challenging the Business Combination or that an adverse judgment granting injunctive relief could enjoin or otherwise interfere with the consummation of the Business Combination;

● Listing Risks: The risk of the inability of HVII to maintain its listing on Nasdaq prior to the Business Combination and to satisfy Nasdaq’s listing requirements for continued listing post-Closing;

● Minority Ownership: The risk that current HVII shareholders will hold a minority position in New ONE Nuclear;

● Fees and Expenses: The significant fees and expenses associated with completing the Business Combination; and

● Other Risks: Various other risks and uncertainties associated with the Transactions, the business of HVII and the business of ONE Nuclear, as described in the section of this proxy statement/prospectus entitled “Risk Factors.”

In addition to considering the factors described above, the HVII Board also considered that certain of the officers and directors of HVII may have interests in the Transactions as individuals that are in addition to, and that may be different from, the interests of HVII Stockholders as described in the section of this proxy statement/prospectus entitled “The Business Combination — Interests of Certain Persons in the Business Combination.” However, the HVII Board concluded that such potentially disparate interests would be mitigated because (i) these interests were disclosed in the final prospectus for the IPO and are included in this proxy statement/prospectus, (ii) most of these disparate interests would exist with respect to a business combination by HVII with any other target business or businesses, and (iii) such officers and directors of HVII hold equity interests in HVII with value that, after the Closing, will be based on the future performance of New ONE Nuclear. Additionally, HVII’s independent directors reviewed and considered these interests during the negotiation of the Transaction and in evaluating and unanimously approving, as members of the HVII Board, the Business Combination Agreement and the Transactions, including the Business Combination. The independent directors of HVII did not retain an unaffiliated representative to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the Business Combination Agreement and/or preparing a report concerning the approval of the Business Combination Agreement.

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The HVII Board concluded, based on its review of the foregoing considerations as a whole, that the potential benefits that it expected HVII and its stockholders to achieve as a result of the Transactions outweighed the potentially negative factors associated with the Transactions. Accordingly, the HVII Board unanimously determined that the Business Combination Agreement and the Transactions were advisable and in the best interests of HVII and its stockholders. The HVII Board realized that there can be no assurance about future results, including results considered or expected, as disclosed in the foregoing reasons.

Interests of Certain Persons in the Business Combination

When considering the HVII Board’s recommendation that HVII Public Shareholders vote in favor of the approval of the Business Combination Proposal, HVII Public Shareholders should be aware that the Sponsor and HVII’s executive officers, and directors have interests in the Business Combination that may be different from or in addition to (and which may conflict with) the interests of HVII Public Shareholders. These interests include:

● the beneficial ownership of the Sponsor and certain members of the HVII Board and officers of an aggregate of (a) 6,333,333 HVII Class B Ordinary Shares, which were acquired for an aggregate purchase price of approximately $25,000 prior to the IPO, which shares would likely be worthless if HVII is unable to effectuate an initial business combination by the end of the Completion Window and HVII is therefore required to liquidate, as HVII Class B Ordinary Shares are not entitled to participate in any redemption or liquidation of the Trust Account and (b) 500,000 HVII Private Placement Units, consisting of 500,000 HVII Class A Ordinary Shares and 500,000 HVII Rights, which were acquired for an aggregate purchase price of approximately $5 million simultaneously with the consummation of the IPO, which underlying HVII Rights would become worthless if HVII does not complete an initial business combination within the Completion Window. Such HVII Class B Ordinary Shares and Private Placement Units have an aggregate market value of approximately $[    ] million and $[    ] million, respectively, based on the closing price of HVII Class A Ordinary Shares of $[    ] and HVII Rights of $[    ] on Nasdaq on [    ], 2026, the record date for the HVII Shareholders’ Meeting;

● Daniel J. Hennessy, the Chairman and Chief Executive Officer of HVII, and Thomas D. Hennessy, the President and Chief Operating Officer of HVII, are each managing members of the Sponsor, and both are the ultimate beneficial owner with voting and investment discretion with respect to the HVII Ordinary Shares held by the Sponsor;

● the continued indemnification of current directors and officers of HVII and the continuation of directors’ and officers’ liability insurance after the Business Combination;

● the fact that the Sponsor and HVII’s officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on HVII’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. As of December 15, 2025, the current directors or officers of HVII had not incurred any expenses which they expect to be reimbursed at the Closing;

● the fact that at the Closing, ONE Nuclear, ONE Nuclear Members, the Sponsor, and certain of HVII’s current and former directors and officers will enter into the A&R Registration Rights Agreement and Lock-Up Agreement, which, among other things, provide customary registration rights, including piggy-back rights, subject to cooperation and cut-back provisions with respect to the New ONE Nuclear Common Stock held by such parties following the consummation of the Business Combination and will amend the existing transfer restrictions under the Letter Agreement;

● the fact that the Sponsor, an affiliate of the Sponsor, or HVII’s officers and directors may, but are not obligated to, provide working capital loans to HVII. If HVII completes an initial business combination, HVII would repay the working capital loans. In the event that an initial business combination does not close, HVII may use a portion of the working capital held outside the Trust Account to repay the working capital loans but no proceeds from the Trust Account would be used to repay the working capital loans. Up to $2,500,000 of such working capital loans may be convertible into private placement units of New ONE Nuclear at a price of $10.00 per Unit at the option of the lender. As of September 30, 2025, no such working capital loans were outstanding;

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● the fact that Nicholas Geeza, HVII’s chief financial officer, is entitled to an aggregate of $10,000 per month for services rendered to HVII;

● the fact that HVII has agreed to pay consulting and advisory fees of $11,000 per month, with a discretionary annual bonus of up to $25,000, to an affiliate of the Sponsor for services related to the execution and consummation of HVII’s initial business combination, which payments commenced in September 2025;

● the fact that the Sponsor is entitled to $25,000 per month to an affiliate of the Sponsor for office space, utilities and secretarial and administrative support, which amount was an aggregate of $15,000 per month prior to September 1, 2025; and

● the fact that the Sponsor and HVII’s officers and directors will lose their entire investment in HVII if an initial business combination is not completed within the Completion Window.

Sources and Uses of Funds for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination under each of the No Redemption Scenario, 25% Redemption Scenario, 50% Redemption Scenario, 75% Redemption Scenario, and Maximum Redemption Scenario:

No Redemption Scenario

Sources(1)

	(in $ million)
Proceeds from the Trust Account(2)		196.4
ONE Nuclear Members – Equity Rollover(3)		967.5
Total Sources		1,163.9

Uses(1)

	(in $ million)
Cash to Balance Sheet(4)		150.5
ONE Nuclear Members – Equity Rollover(3)		967.5
Estimated Fees & Expenses Paid at Closing(5)		45.9
Total Uses		1,163.9

(1)	Totals may be affected by rounding.
(2)	Balance as of November 30, 2025
(3)	Dollar amount represents the number of shares ONE Nuclear Members will receive at Closing valued at an assumed Redemption Price of $10.34 (based on amount in the Trust Account as of November 30, 2025, net of accrued taxes). This amount is not impacted by the number of redemptions.
(4)	Reflects Total Sources less Estimated Fees & Expenses and ONE Nuclear Members Equity Rollover.
(5)	Reflects the repayment of estimated legal, audit, consulting and other transaction-related expenses on behalf of HVII and ONE Nuclear (including the Deferred Underwriting Commissions); of the estimated $45.9 million aggregate fees and expenses, assumes $45.9 million will be paid at Closing.

25% Redemption Scenario

Sources(1)

	(in $ million)
Proceeds from the Trust Account(2)		147.3
ONE Nuclear Members – Equity Rollover(3)		967.5
Total Sources		1,114.8

Uses(1)

	(in $ million)
Cash to Balance Sheet(4)		104.8
ONE Nuclear Members – Equity Rollover(3)		967.5
Estimated Fees & Expenses Paid at Closing(5)		43.0
Total Uses		1,114.8

(1)	Totals may be affected by rounding.
(2)	Balance as of November 30, 2025 and less the assumed redemption payment under the 25% redemption scenario.
(3)	Dollar amount represents the number of shares ONE Nuclear Members will receive at Closing valued at an assumed Redemption Price of $10.34 (based on amount in the Trust Account as of November 30, 2025, net of accrued taxes). This amount is not impacted by the number of redemptions.
(4)	Reflects Total Sources less Estimated Fees & Expenses and ONE Nuclear Members Equity Rollover.
(5)	Reflects the repayment of estimated legal, audit, consulting and other transaction-related expenses on behalf of HVII and ONE Nuclear (including the Deferred Underwriting Commissions); of the estimated $43.0 million aggregate fees and expenses, assumes $43.0 million will be paid at Closing.

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50% Redemption Scenario

Sources(1)

	(in $ million)
Proceeds from the Trust Account(2)		98.2
ONE Nuclear Members – Equity Rollover(3)		967.5
Total Sources		1,065.7

Uses(1)

	(in $ million)
Cash to Balance Sheet(4)		58.0
ONE Nuclear Members – Equity Rollover(3)		967.5
Estimated Fees & Expenses Paid at Closing(5)		40.2
Total Uses		1,065.7

(1)	Totals may be affected by rounding.
(2)	Balance as of November 30, 2025 and less the assumed redemption payment under the 50% redemption scenario.
(3)	Dollar amount represents the number of shares ONE Nuclear Members will receive at Closing valued at an assumed Redemption Price of $10.34 (based on amount in the Trust Account as of November 30, 2025, net of accrued taxes). This amount is not impacted by the number of redemptions.
(4)	Reflects Total Sources less Estimated Fees & Expenses and ONE Nuclear Members Equity Rollover.
(5)	Reflects the repayment of estimated legal, audit, consulting and other transaction-related expenses on behalf of HVII and ONE Nuclear (including the Deferred Underwriting Commissions); of the estimated $40.2 million aggregate fees and expenses, assumes $40.2 million will be paid at Closing.

75% Redemption Scenario

Sources(1)

	(in $ million)
Proceeds from the Trust Account(2)		49.1
ONE Nuclear Members – Equity Rollover(3)		967.5
Total Sources		1,016.6

Uses(1)

	(in $ million)
Cash to Balance Sheet(4)		11.3
ONE Nuclear Members – Equity Rollover(3)		967.5
Estimated Fees & Expenses Paid at Closing(5)		37.8
Total Uses		1,016.6

(1)	Totals may be affected by rounding.
(2)	Balance as of November 30, 2025 and less the assumed redemption payment under the 75% redemption scenario.
(3)	Dollar amount represents the number of shares ONE Nuclear Members will receive at Closing valued at an assumed Redemption Price of $10.34 (based on amount in the Trust Account as of November 30, 2025, net of accrued taxes). This amount is not impacted by the number of redemptions.
(4)	Reflects Total Sources less Estimated Fees & Expenses and ONE Nuclear Members Equity Rollover.
(5)	Reflects the repayment of estimated legal, audit, consulting and other transaction-related expenses on behalf of HVII and ONE Nuclear (including the Deferred Underwriting Commissions); of the estimated $37.8 million aggregate fees and expenses, assumes $37.8 million will be paid at Closing.

Maximum Redemption Scenario

Sources(1)

	(in $ million)
Proceeds from the Trust Account(2)		-
ONE Nuclear Members – Equity Rollover(3)		967.5
Total Sources		967.5

Uses(1)

	(in $ million)
Cash to Balance Sheet		-
ONE Nuclear Members – Equity Rollover(3)		967.5
Estimated Fees & Expenses Paid at Closing(5)
Total Uses		967.5

(1)	Totals may be affected by rounding.
(2)	Balance as of November 30, 2025 and less the assumed redemption payment under the maximum redemption scenario.
(3)	Reflects Total Uses less Proceeds from the Trust Account and ONE Nuclear Equity Rollover, assuming all Company Transaction Expenses are paid at closing.
(4)	Dollar amount represents the number of shares ONE Nuclear Members will receive at Closing valued at an assumed Redemption Price of $10.34 (based on amount in the Trust Account as of November 30, 2025, net of accrued taxes). This amount is not impacted by the number of redemptions.
(5)	Reflects the repayment of estimated legal, audit, consulting and other transaction-related expenses on behalf of HVII and ONE Nuclear; of the estimated $35.0 million aggregate fees and expenses, assumes $0 will be paid at Closing.

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All of the sources and uses above are for illustrative purposes only. Where actual amounts are not known or knowable, the figures above represent ONE Nuclear’s and HVII’s good faith estimate of such amounts.

Satisfaction of 80% Test

Nasdaq rules require that an initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of signing a definitive agreement in connection with an initial business combination. The HVII Board has determined that the fair market value of ONE Nuclear meets this test. In making such determination, the HVII Board considered, among other factors, the implied valuation of ONE Nuclear based on the market valuation of comparable companies and the other factors discussed in the section of this proxy statement/prospectus entitled “HVII’s Board of Directors’ Reasons for the Approval of the Business Combination”. As a result, the HVII Board concluded that the fair market value of ONE Nuclear was equal to at least 80% of the funds held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned).

Pro Forma Ownership of New ONE Nuclear

Upon consummation of the Business Combination, the post-Closing share ownership of the New ONE Nuclear under (1) the No Redemption Scenario, (2) the 25% Redemptions Scenario, (3) the 50% Redemptions Scenario, (4) the 75% Redemptions Scenario and (5) the Maximum Redemptions Scenario, excluding the dilutive effect of Earnout Shares and the ONE Nuclear Equity Incentive Plan would be as follows:

	Voting Interests in the New ONE Nuclear
	No Redemption(1)					25% Redemptions(2)					50% Redemptions(3)					75% Redemptions(4)					Maximum  Redemptions(5)
	Shares		%			Shares		%			Shares		%			Shares		%			Shares		%
HVII Public Shareholders(6)		20,583,333		16.5	%		15,833,333		13.2	%		11,083,333		9.6	%		6,333,333		5.7	%		1,583,333		1.5	%
Initial Shareholders(7)		7,080,833		5.7	%		7,080,833		5.9	%		7,080,833		6.1	%		7,080,833		6.4	%		7,080,833		6.7	%
ONE Nuclear Equity Holders(8)		97,370,983		77.8	%		97,370,983		80.9	%		97,370,983		84.3	%		97,370,983		87.9	%		97,370,983		91.8	%
Total		125,035,149		100.0	%		120,285,149		100.0	%		115,535,149		100.0	%		110,785,149		100.0	%		106,035,149		100.0	%

(1)	Assumes that no Public Shareholders exercise redemption rights with respect to their HVII Class A Ordinary Shares for a pro rata share of the funds in the Trust Account.
(2)	Assumes that 25% of maximum redeemable shares, or 4,750,000 HVII Public Shares, will be redeemed by Public Shareholders for an aggregate payment of approximately $48.8 million based on a redemption price of approximately $10.27 per share.
(3)	Assumes that 50% of maximum redeemable shares, or 9,500,000 HVII Public Shares, will be redeemed by Public Shareholders for an aggregate payment of approximately $97.6 million based on a redemption price of approximately $10.27 per share.
(4)	Assumes that 75% of maximum redeemable shares, or 14,250,000 HVII Public Shares, will be redeemed by Public Shareholders for an aggregate payment of approximately $146.4 million based on a redemption price of approximately $10.27 per share.
(5)	The maximum redemptions scenario assumes that 19,000,000 HVII Public Shares are redeemed for aggregate redemption payments of $195.2 million, assuming a $10.27 per share redemption price.
(6)	Includes 1,583,333 shares of New ONE Nuclear Common Stock issuable upon the conversion of the outstanding HVII Public Rights.
(7)	Includes 690,000 shares of New ONE Nuclear Common Stock issuable in respect of the outstanding 690,000 HVII Class A Ordinary Shares issued in a private placement and 57,500 shares of New ONE Nuclear Common Stock issuable upon the conversion of the outstanding HVII Rights issued in a private placement.
(8)	Figures presented on a non-diluted basis to exclude the dilutive effect of Earnout Shares.

The following table illustrates varying ownership levels of the New ONE Nuclear immediately following the Business Combination on a fully diluted basis,⁽¹⁾ excluding the shares issuable under the ONE Nuclear Equity Incentive Plan:

	Voting Interests in the New ONE Nuclear
	No Redemption					25% Redemptions					50% Redemptions					75% Redemptions					Maximum  Redemptions
	Shares		%			Shares		%			Shares		%			Shares		%			Shares		%
HVII Public Shareholders		20,583,333		14.9	%		15,833,333		11.9	%		11,083,333		8.6	%		6,333,333		5.1	%		1,583,333		1.3	%
Initial Shareholders		7,080,833		5.1	%		7,080,833		5.3	%		7,080,833		5.5	%		7,080,833		5.7	%		7,080,833		5.9	%
ONE Nuclear Equity Holders		110,370,983		80.0	%		110,370,983		82.8	%		110,370,983		85.9	%		110,370,983		89.2	%		110,370,983		92.8	%
Total		138,035,149		100.0	%		133,285,149		100.0	%		128,535,149		100.0	%		123,785,149		100.0	%		119,035,149		100.0	%

(1) This table makes the same assumptions as in the preceding ownership table, except that this table assumes the issuance of the maximum amount of 13,000,000 Earnout Shares. During the two-year period beginning on the first anniversary of the Closing Date and ending on the third anniversary of the Closing Date, HVII may issue up to 13,000,000 additional shares of New ONE Nuclear Common Stock as contingent Earnout Shares consideration to the equity holders of ONE Nuclear, subject to the achievement of certain share price milestones.

In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions will increase the dilutive effect of these issuances on non-redeeming holders of the HVII Public Shares.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Frequently Used Terms” and, with respect to the determination of the “Maximum Redemptions,” the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”

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Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although HVII will acquire all of the outstanding equity interests of ONE Nuclear in the Business Combination, HVII will be treated as the “acquired” company and ONE Nuclear will be treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of ONE Nuclear issuing stock for the net assets of HVII, accompanied by a recapitalization. The net assets of HVII will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of ONE Nuclear.

ONE Nuclear has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under both the No Redemption Scenario and the Maximum Redemptions Scenario:

● The equity holders of ONE Nuclear will have the greatest voting interest in the New ONE Nuclear;

● The equity holders of ONE Nuclear will have the ability to control decisions regarding election and removal of directors and officers of the New ONE Nuclear;

● ONE Nuclear will comprise the ongoing operations of the New ONE Nuclear; and

● ONE Nuclear’s existing senior management will be the senior management of the New ONE Nuclear.

Regulatory Matters

Neither HVII nor ONE Nuclear are aware of any material regulatory approvals or actions that are required for completion of the Business Combination, other than the filing required by and the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the other regulatory notices and approvals discussed in the section of this proxy statement/prospectus entitled “The Business Combination Agreement —Conditions to Closing; Termination — Conditions to Closing — Mutual Conditions.” The parties have not yet made the filing required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

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THE BUSINESS COMBINATION AGREEMENT

The following is a summary of the material terms of the Business Combination Agreement. A copy of the Business Combination Agreement is attached as Annex A to this proxy statement/prospectus and is incorporated by reference into this proxy statement/prospectus. The Business Combination Agreement has been attached to this proxy statement/prospectus to provide you with information regarding its terms. It is not intended to provide any other factual information about HVII, Merger Sub or ONE Nuclear. The following description does not purport to be complete and is qualified in its entirety by reference to the Business Combination Agreement. You should refer to the full text of the Business Combination Agreement for details of the Transactions (as defined below) and the terms and conditions of the Business Combination Agreement.

The Business Combination Agreement contains representations and warranties that HVII and Merger Sub, on the one hand, and ONE Nuclear, on the other hand, have made to one another as of specific dates. These representations and warranties have been made for the benefit of the other parties to the Business Combination Agreement and may be intended not as statements of fact but rather as a way of allocating the risk to one of the parties if those statements prove to be incorrect. In addition, the assertions embodied in the representations and warranties are qualified by information in confidential disclosure schedules exchanged by the parties in connection with signing the Business Combination Agreement. While HVII and ONE Nuclear do not believe that these disclosure schedules contain information required to be publicly disclosed under the applicable securities laws, other than information that has already been so disclosed, the disclosure schedules do contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the attached Business Combination Agreement. Accordingly, you should not rely on the representations and warranties as current characterizations of factual information about HVII or ONE Nuclear, because they were made as of specific dates, may be intended merely as a risk allocation mechanism between HVII, Merger Sub and ONE Nuclear, and are modified by the disclosure schedules.

The Business Combination

On October 22, 2025, HVII, Merger Sub and ONE Nuclear entered into the Business Combination Agreement, pursuant to which, among other things, following the Domestication, Merger Sub will merge with and into ONE Nuclear (the “Merger”), with ONE Nuclear surviving the Merger as a wholly owned subsidiary of HVII.

The Closing of the Transactions

The Merger is to become effective at the time the Certificate of Merger is filed with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DLLCA or at such later time as is agreed between the parties to the Business Combination Agreement and specified in the Certificate of Merger. The parties to the Business Combination Agreement will hold the Closing no later than the third Business Day after all the conditions set forth in Article VII of the Business Combination Agreement have been waived or satisfied (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), or at such other date, time or place (including remotely) as HVII and ONE Nuclear may agree.

Preliminary Transactions; Domestication

Subject to satisfaction or waiver of the closing conditions under the Business Combination Agreement (as described below), prior to the Closing on the Closing Date, the following events will occur in connection with HVII changing its jurisdiction of organization from the Cayman Islands to Delaware:

(k)	each then issued and outstanding HVII Class B Ordinary Share will convert automatically, on a one-for-one basis, into one HVII Class A Ordinary Share (the “Sponsor Share Conversion”);
(l)	immediately after the Sponsor Share Conversion, HVII will transfer by way of continuation and deregistration to and domesticate as a Delaware corporation (such continuation and domestication, the “Domestication”); and
(m)	in connection with, and after giving effect to, the Domestication, (i) each then issued and outstanding Class A Ordinary Share will convert automatically, on a one-for-one basis, into one share of New ONE Nuclear Common Stock, (ii) each then issued and outstanding HVII Right will convert automatically into a right to acquire one-twelfth (1/12) of one share of New ONE Nuclear Common Stock at Closing (each a “Domesticated HVII Right”), and (iii) each then issued and outstanding unit of HVII will be cancelled, and one share of New ONE Nuclear Common Stock and one Domesticated HVII Right will be issued in respect thereof.

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For more information regarding the Domestication, see the section of this proxy statement/prospectus entitled “The Domestication Proposal”.

Consideration; Conversion of Securities

Pursuant to the terms of the Business Combination Agreement, the aggregate consideration to be paid to the ONE Nuclear Members at the Closing is $1.00 billion (the “Base Purchase Price”). The Base Purchase Price will be paid entirely in stock, comprised of newly issued shares of New ONE Nuclear Common Stock, at a price per share equal to the Redemption Price. In addition, the ONE Nuclear Members will be entitled to receive up to an aggregate of 13.0 million additional shares of New ONE Nuclear Common Stock in contingent consideration, subject to the achievement of certain share price milestones, as described below.

At the Effective Time, by virtue of the Merger and without any action on the part of HVII, Merger Sub, ONE Nuclear or any holder of securities of any of the foregoing:

(a)	each ONE Nuclear Unit that is owned by HVII, Merger Sub or ONE Nuclear (in treasury or otherwise) immediately prior to the Effective Time (each, an “Excluded Unit”) will be cancelled and will cease to exist and no consideration will be delivered in exchange therefor; and
(b)	each ONE Nuclear Unit that is issued and outstanding immediately prior to the Effective Time (other than Excluded Units) will be cancelled and converted into the right to receive:

(i)

a number of shares of New ONE Nuclear Common Stock (the “Per Unit Base Consideration”) equal to (x) the Base Purchase Price divided by (y) the Redemption Price and further divided by (z) the sum of the aggregate issued and outstanding ONE Nuclear Units, whether vested or unvested, and the aggregate number of ONE Nuclear Units issuable, exercisable, exchangeable or convertible into ONE Nuclear Units (on an as-converted basis) (the “ONE Nuclear Fully Diluted Capital); and

(ii)

subject to the vesting conditions specified in Section 2.03 of the Business Combination Agreement, a number of shares of New ONE Nuclear Common Stock equal to the applicable number of Earnout Shares divided by the ONE Nuclear Fully Diluted Capital (the “Per Unit Earnout Consideration”);

provided that the Per Unit Base Consideration and the Per Unit Earnout Consideration received in respect of a ONE Nuclear Unit subject to vesting or forfeiture provisions will continue to have, and be subject to, the same vesting and forfeiture provisions applicable to such ONE Nuclear Unit immediately prior to the Effective Time.

In addition, all of Merger Sub’s outstanding membership interests immediately prior to the Effective Time will automatically be cancelled and converted into validly issued, fully paid and non-assessable membership interests of ONE Nuclear, which membership interests will constitute the only outstanding membership interests in ONE Nuclear.

Earnout

During the Earnout Period, HVII will issue, in addition to the consideration issued at Closing, up to 13.0 million shares of New ONE Nuclear Common Stock to the ONE Nuclear Members as follows upon the satisfaction of the following milestones:

(a)

Upon the occurrence of the closing sale price of one share of New ONE Nuclear Common Stock as reported on Nasdaq (or the exchange on which the shares of New ONE Nuclear Common Stock are then listed) being greater than or equal to $12.50 per share for a period of at least twenty (20) days out of thirty (30) consecutive trading days ending on the trading day immediately prior to the date of determination, a one-time issuance of 4,333,334 shares of New ONE Nuclear Common Stock;

(b)

Upon the occurrence of the closing sale price of one share of New ONE Nuclear Common Stock as reported on Nasdaq (or the exchange on which the shares of New ONE Nuclear Common Stock are then listed) being greater than or equal to $15.00 per share for a period of at least twenty (20) days out of thirty (30) consecutive trading days ending on the trading day immediately prior to the date of determination, a one-time issuance of 4,333,333 shares of New ONE Nuclear Common Stock; and

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(c) Upon the occurrence of the closing sale price of one share of New ONE Nuclear Common Stock as reported on Nasdaq (or the exchange on which the shares of New ONE Nuclear Common Stock are then listed) being greater than or equal to $17.50 per share for a period of at least twenty (20) days out of thirty (30) consecutive trading days ending on the trading day immediately prior to the date of determination, a one-time issuance of 4,333,333 shares of New ONE Nuclear Common Stock.

If, during the Earnout Period, there is a Change of Control of New ONE Nuclear pursuant to which New ONE Nuclear or its stockholders have the right to receive consideration implying a value per share of New ONE Nuclear Common Stock after giving effect to the issuance of any shares of New ONE Nuclear Common Stock pursuant to the earnout provision described above:

(a) less than $12.50, then no further shares of New ONE Nuclear Common Stock will be issuable under the earnout provisions described above;

(b) greater than or equal to $12.50 but less than $15.00, then (A) immediately prior to such Change of Control, New ONE Nuclear will issue 4,333,334 shares of New ONE Nuclear Common Stock to the ONE Nuclear Members (less any Earnout Shares issued prior to such Change of Control) and (B) thereafter, no further Earnout Shares will be issuable;

(c) greater than or equal to $15.00 but less than $17.50, then (A) immediately prior to such Change of Control, New ONE Nuclear will issue 8,666,667 shares of New ONE Nuclear Common Stock to the ONE Nuclear Members (less any Earnout Shares issued prior to such Change of Control) and (B) thereafter, no further Earnout Shares will be issuable; and

(d) greater than or equal to $17.50, then (A) immediately prior to such Change of Control, New ONE Nuclear will issue 13,000,000 shares of New ONE Nuclear Common Stock to the ONE Nuclear Members (less any Earnout Shares issued prior to such Change of Control) and (B) thereafter, no further Earnout Shares will be issuable.

Representations and Warranties

The Business Combination Agreement contains customary representations and warranties of (a) ONE Nuclear and (b) HVII and Merger Sub, in each case relating to, among other things, their ability to enter into the Business Combination Agreement and their respective outstanding capitalization. These representations and warranties are subject to materiality, knowledge and other similar qualifications in many respects and expire at the Effective Time. The Business Combination Agreement does not provide for indemnification with respect to any of the representations and warranties of the parties thereto. These representations and warranties have been made solely for the benefit of the other parties to the Business Combination Agreement.

The Business Combination Agreement contains representations and warranties made by ONE Nuclear to HVII and Merger Sub relating to a number of matters, including the following:

● organization and good standing;

● authority to enter into the Business Combination Agreement;

● capitalization;

● no subsidiaries;

● no conflicts and governmental consents and filings;

● financial statements;

● undisclosed liabilities;

● absence of certain changes;

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● compliance with laws;

● government contracts;

● company permits;

● litigation;

● material contracts;

● intellectual property;

● taxes and tax returns;

● real property;

● personal property;

● title to assets;

● employee matters;

● employee benefit plans;

● environmental matters;

● transactions with related persons;

● insurance;

● customers and top suppliers;

● certain business practices;

● the Investment Company Act;

● finders and brokers;

● independent investigation;

● information supplied; and

● no additional representations and warranties of ONE Nuclear.

The Business Combination Agreement contains representations and warranties made by HVII and Merger Sub to ONE Nuclear relating to a number of matters, including the following:

● organization and good standing;

● authority to enter into the Business Combination Agreement;

● governmental approvals;

● non-contravention;

● capitalization;

● SEC filings and HVII’s financial statements;

● absence of certain changes;

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● undisclosed liabilities;

● compliance with laws;

● legal proceedings, orders and permits;

● taxes and tax returns;

● properties;

● the Investment Company Act;

● the Trust Account;

● finders and brokers;

● information supplied;

● independent investigation; and

● no additional representations or warranties of HVII and Merger Sub.

Covenants

Conduct of the Business of ONE Nuclear

ONE Nuclear has agreed that, prior to the Closing or the earlier termination of the Business Combination Agreement, it will use commercially reasonable efforts to (i) conduct its business in all material respects in the ordinary course of business, (ii) comply in all material respects with all laws applicable to ONE Nuclear and its businesses and assets and (iii) take commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, its business, to keep available the services of its current officers, key employees, consultants and advisors and to preserve its current relationships with customers, suppliers and other parties with which it has current or planned significant business relations.

In addition to the general covenants above, ONE Nuclear has agreed that, prior to the Closing or the earlier termination of the Business Combination Agreement, subject to specified exceptions, it will not, without the written consent of HVII (which may not be unreasonably withheld, conditioned or delayed):

● amend, waive or otherwise change, in any respect, its organizational documents;

● authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its units or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third person with respect to such securities;

● split, combine, recapitalize or reclassify any of its units or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

● incur, assume, guarantee or repurchase or otherwise become liable for any indebtedness, or issue or sell any debt securities or options, warrants or other rights to acquire debt securities;

● (A) grant any severance, retention, change in control or termination or similar pay, (B) terminate, adopt, enter into or materially amend or grant any new awards under any benefit plan of ONE Nuclear as of the date of the Business Combination Agreement, (C) increase the cash compensation or bonus opportunity of any employee, officer, director or other individual service provider, except for such increases to any such individuals who are not directors or officers of ONE Nuclear made in the ordinary course of business consistent with past practice, (D) take any action to amend or waive any performance or vesting criteria or to accelerate the time of payment or vesting of any compensation or benefit payable by ONE Nuclear, (E) hire, elect, appoint or engage (1) any new employee or individual independent contractor if such new employee or individual independent contractor will receive annual base cash compensation in excess of $250,000, other than in the ordinary course of business consistent with past practice, or (2) any new director or officer, (F) terminate the employment or engagement, other than for cause, death or disability, of any employee or individual independent contractor with an annual base cash compensation in excess of $250,000 or (G) enter into any written waiver of any restrictive covenants applying to any current or former employee or individual independent contractor;

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● enter into or extend any collective bargaining agreement or similar labor agreement, or recognize or certify any labor union, labor organization, or group of employees of ONE Nuclear as the bargaining representative for any employees of ONE Nuclear;

● (A) make, change or rescind any election relating to taxes (except in the ordinary course of business consistent with past practice), (B) settle or otherwise compromise any claim, suit, litigation, proceeding, arbitration, investigation, audit, controversy or other legal proceeding relating to material taxes, (C) file any amended income tax or other material tax return, (D) surrender or allow to expire any right to claim a refund of material taxes, (E) change (or request to change) any method of accounting for tax purposes, (F) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of income taxes or other material taxes may be issued or in respect of any income taxes or other material tax attribute that would give rise to any claim or assessment of taxes of or with respect to ONE Nuclear, (G) enter into any “closing agreement” as described in Section 7121 of the Code or any other agreement or arrangement with any Governmental Authority, (H) enter into any tax indemnity agreement, tax sharing agreement or tax allocation agreement or similar agreement, arrangement or practice (excluding customary commercial contracts entered into in the ordinary course of business the primary purpose of which is not the sharing of taxes) with respect to taxes, (I) surrender or knowingly allow to expire any right to claim a refund of material taxes, or (J) change its jurisdiction of tax residency;

● take or agree to take any action (or permit any action to be taken), or fail to take any action, where such action or failure to act would reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatments (as defined in the Business Combination Agreement);

● transfer, sell, assign, license, sublicense, covenant not to assert, subject to a lien (other than a permitted lien), abandon, allow to lapse, transfer or otherwise dispose of, any right, title or interest of ONE Nuclear in or to any intellectual property owned by ONE Nuclear material to any of the businesses of ONE Nuclear (other than non-exclusive licenses of intellectual property owned by ONE Nuclear granted in the ordinary course of business or abandoning, allowing to lapse or otherwise disposing of intellectual property registrations or application owned by ONE Nuclear that ONE Nuclear, in the exercise of its good faith business judgment, has determined to abandon, allow to lapse or otherwise dispose of), or otherwise materially amend or modify, permit to lapse or fail to preserve any material registered intellectual property of ONE Nuclear (excluding non-exclusive licenses of registered intellectual property of ONE Nuclear to ONE Nuclear customers in the ordinary course of business consistent with past practice), or disclose, divulge, furnish to or make accessible to any person who has not entered into a confidentiality agreement sufficiently protecting the confidentiality thereof any material trade secrets constituting intellectual property owned by ONE Nuclear, or include, incorporate or embed in, link to, combine, make available or distribute with, or use in the development, operation, delivery or provision of any software of ONE Nuclear any open source software in a manner that would subject such software of ONE Nuclear to copyleft terms;

● fail to maintain its books, accounts and records in all material respects in accordance with industry standards;

● terminate or assign any material contract of ONE Nuclear or any material real property lease or enter into any contract that would be a material contract of ONE Nuclear or any material real property lease;

● establish any subsidiary or enter into any new line of business;

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● fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage substantially similar to that which is currently in effect, or terminate without replacement or amend in a manner materially detrimental to ONE Nuclear, any material insurance policy insuring ONE Nuclear;

● make any material change in accounting methods, principles or practices, except to the extent required to comply with GAAP or changes that are made in accordance with PCAOB standards;

● waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to the Business Combination Agreement or the transactions contemplated thereby);

● effect any mass layoff or plant closing at any of its facilities that triggers the notice obligations under the Worker Adjustment and Retraining Notification Act of 1988, except as would not be material to ONE Nuclear or any terminations for cause;

● acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets;

● make capital expenditures in excess of $100,000 in the aggregate, other than expenses incurred in connection with the consummation of Transactions (including legal or accounting);

● adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring or other reorganization;

● voluntarily incur liabilities or obligations (whether absolute, accrued, contingent or otherwise) in excess of $2,500,000 in the aggregate other than pursuant to the terms of a material contract of ONE Nuclear in effect on the date hereof and excluding the expenses incurred in connection with the consummation of Transactions (including legal or accounting);

● sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its tangible properties, assets or rights;

● enter into any written agreement, understanding or arrangement with respect to the voting of equity securities of ONE Nuclear;

● take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents of any Governmental Authority to be obtained in connection with the Business Combination Agreement;

● enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any related party (other than compensation and benefits and advancement of expenses, in each case, in the ordinary course of business consistent with past practice or any existing contract (provided such contract is not amended after the date of the Business Combination Agreement) or its organizational documents);

● (A) limit the right of ONE Nuclear to engage in any line of business or in any geographic area, to develop, market or sell products or services, or to compete with any person or (B) grant any exclusive or similar rights to any person, in each case, except where such limitation or grant does not, and would not be reasonably likely to, individually or in the aggregate, materially and adversely affect, or materially disrupt, the ordinary course operation of the business of ONE Nuclear; or

● authorize or agree to do any of the foregoing actions.

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Conduct of the Business of HVII

HVII has agreed that, prior to the Closing or the earlier termination of the Business Combination Agreement, it will, and will cause Merger Sub to, (i) conduct its business, in all material respects, in the ordinary course of business, (ii) comply in all material respects with all laws applicable to it and its businesses, assets and employees and (iii) take commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, its business organizations.

In addition to the general covenants above, HVII and Merger Sub have agreed that, prior to the Closing or the earlier termination of the Business Combination Agreement, subject to specified exceptions, they will not, without the written consent of ONE Nuclear (which may not be unreasonably withheld, conditioned or delayed):

● amend, waive or otherwise change, in any respect, its organizational documents;

● authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its equity securities or other security interests of any class and any other equity-based awards, or engage in any hedging transaction with a third person with respect to such securities;

● split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its shares or other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

● incur, create, assume, prepay or otherwise become liable for any indebtedness (directly, contingently or otherwise) in excess of $1,000,000 in the aggregate, make a loan or advance to or investment in any third party, or guarantee or endorse any indebtedness of any person;

● (A) make, change or rescind any election relating to taxes (except in the ordinary course of business consistent with past practice), (B) settle or otherwise compromise any claim, suit, litigation, proceeding, arbitration, investigation, audit, controversy or other legal proceeding relating to material taxes, (C) file any amended income tax or other material tax return, (D) surrender or allow to expire any right to claim a refund of material taxes, (E) change (or request to change) any method of accounting for tax purposes, (F) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of income taxes or other material taxes may be issued or in respect of any income taxes or other material tax attribute that would give rise to any claim or assessment of taxes of or with respect to HVII, (G) enter into any “closing agreement” as described in Section 7121 of the Code or any other agreement or arrangement with any Governmental Authority, (H) enter into any tax indemnity agreement, tax sharing agreement or tax allocation agreement or similar agreement, arrangement or practice (excluding customary commercial contracts entered into in the ordinary course of business the primary purpose of which is not the sharing of taxes) with respect to taxes, (I) surrender or allow to expire any right to claim a refund of material taxes, or (J) change its jurisdiction of tax residency, except as otherwise contemplated by the Business Combination Agreement or any other Transaction Agreement or the Transactions;

● take or agree to take any action (or permit any action to be taken), or fail to take any action, where such action or failure to act could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatments;

● amend, waive or otherwise change the Trust Agreement in any manner adverse to HVII;

● terminate, waive or assign any material right under any material contract of HVII;

● fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

● establish any subsidiary or enter into any new line of business;

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● fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage substantially similar to that which is currently in effect;

● make any material change in accounting methods, principles or practices, except to the extent required to comply with GAAP or PCAOB standards;

● waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to the Business Combination Agreement or the Transactions), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the HVII or Merger Sub) not in excess of $500,000 (individually or in the aggregate);

● acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business;

● make capital expenditures in excess of $200,000 individually for any project (or set of related projects) or $500,000 in the aggregate (excluding for the avoidance of doubt, incurring any ordinary course administrative costs and expenses and expenses incurred in connection with the consummation of Transactions, including legal or accounting (including the PIPE Investment));

● adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than with respect to the Transactions);

● voluntarily incur any liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $1,000,000 in the aggregate (excluding the incurrence of any ordinary course administrative costs and expenses and expenses incurred in connection with the consummation of Transactions, including legal or accounting (including the PIPE Investment)) other than pursuant to the terms of a contract in existence as of the date of the Business Combination Agreement or entered into in the ordinary course of business or in accordance with the Business Combination Agreement prior to the Closing;

● sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its tangible properties, assets or rights;

● take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents of any Governmental Authority to be obtained in connection with the Business Combination Agreement;

● grant or establish any form of compensation or benefits to any current or former employee, officer, director, individual independent contractor or other individual service provider of HVII; or

● authorize or agree to do any of the foregoing actions.

Efforts

Each of HVII, Merger Sub, and ONE Nuclear have agreed that, prior to the Closing or the earlier termination of the Business Combination Agreement, it will use its reasonable best efforts, and shall cooperate fully with the others, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate the Transactions.

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Exclusivity

From the date of the Business Combination Agreement until the Closing or the earlier termination of the Business Combination Agreement, each party has agreed not to, and to cause its representatives not to, without the prior written consent of ONE Nuclear and HVII, directly or indirectly, (i) solicit, assist, initiate, engage or facilitate the making, submission or announcement of, or encourage, any Acquisition Proposal, (ii) furnish any non-public information regarding such party or its affiliates or their respective businesses, operations, assets, liabilities, financial condition, prospects or employees to any person or group (other than a party to the Business Combination Agreement or their respective representatives) in connection with or in response to an Acquisition Proposal, (iii) engage or participate in discussions or negotiations with any person or group with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal, (v) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal, (vi) release any third person from, or waive any provision of, any confidentiality agreement to which such party is a party, (vii) otherwise knowingly encourage or facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any person to make an Alternative Transaction or (viii) agree or otherwise commit to enter into or engage in any of the foregoing.

Other Covenants and Agreements

The Business Combination Agreement contains other covenants and agreements, including covenants related to:

● HVII and ONE Nuclear providing access to books and records and furnishing relevant information to the other party, subject to certain limitations and confidentiality provisions;

● the intended tax treatment of the transactions contemplated by the Business Combination Agreement;

● ONE Nuclear’s delivery of its financial statements audited in accordance with GAAP and PCAOB standards (the “PCAOB Financial Statements”) and other interim financial statements;

● HVII keeping current its public filings with the SEC and using commercially reasonable efforts to maintain the listing of HVII Class A Ordinary Shares and HVII Public Rights on Nasdaq;

● prompt notification of certain matters;

● disbursements from the Trust Account;

● the preparation, filing, amendment of, and effectiveness of this proxy statement/prospectus, the notification and convening of the HVII Shareholders’ Meeting, and the recommendation of the HVII Board in favor of the proposals set forth in this proxy statement/prospectus;

● confidentiality and publicity relating to the Business Combination Agreement and the Transactions;

● the post-Closing board of directors and executive officers;

● director and officer indemnification and insurance;

● the PIPE Investments;

● Redemption Rights; and

● the Domestication.

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Material Adverse Effect

HVII Material Adverse Effect

Pursuant to the Business Combination Agreement: Purchaser Material Adverse Effect means any change, event, or occurrence, that, individually or when aggregated with other changes, events, or occurrences has had a materially adverse effect on the business, assets, financial condition or results of operations of HVII; provided, however, that no change or effect related to any of the following, alone or in combination, shall be taken into account in determining whether a Purchaser Material Adverse Effect has occurred: (i) the announcement of the Business Combination Agreement and consummation of the transactions contemplated hereby, including any termination of, reduction in or similar adverse impact (but in each case only to the extent attributable to such announcement or consummation) on relationships, contractual or otherwise, with any landlords, customers, suppliers, distributors, partners or employees of HVII or Merger Sub; (ii) the taking of any action required by the Business Combination Agreement or any ancillary agreement; (iii) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), pandemic or change in climate, (iv) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions; (v) the Redemption; (vi) changes or proposed changes in applicable law, regulations or interpretations thereof or decisions by courts or any Governmental Authority after the date of the Business Combination Agreement; (vii) changes or proposed changes in GAAP (or any interpretation thereof) after the date of the Business Combination Agreement; (viii) any change in interest rates or economic, political, business or financial market conditions generally; (ix) any action taken by, or at the written request of, ONE Nuclear; (x) any change, event, or occurrence generally applicable to publicly traded special purpose acquisition companies; or (xi) any change in the trading price or volume of the HVII Units, HVII Ordinary Shares or HVII Rights (provided that the underlying causes of such changes referred to in this clause (xi) may be considered in determining whether there is a Purchaser Material Adverse Effect except to the extent such cause is within the scope of any other exception within this definition).

ONE Nuclear Material Adverse Effect

Pursuant to the Business Combination Agreement: Company Material Adverse Effect means any event, state of facts, condition, change, development, circumstance, occurrence or effect (collectively, “Events”), that (i) has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, prospects, assets, results of operations or condition (financial or otherwise) of ONE Nuclear, or (ii) does or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of ONE Nuclear to consummate the Transactions; provided, however, that in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Company Material Adverse Effect”: (a) any change in applicable laws or GAAP or any interpretation thereof following the date of the Business Combination Agreement, (b) any change in interest rates or economic, political, business or financial market conditions generally, (c) the taking of any action required by the Business Combination Agreement or any ancillary agreement, (d) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), pandemic, or change in climate, (e) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions, (f) any failure of ONE Nuclear to meet any projections or forecasts (provided that clause (f) shall not prevent any Event not otherwise excluded from this definition of Company Material Adverse Effect underlying such failure to meet projections or forecasts from being taken into account in determining whether a Company Material Adverse Effect has occurred or has resulted in a Company Material Adverse Effect), (g) any Events generally applicable to the industries or markets in which ONE Nuclear and its subsidiaries operate (including increases in the cost of products, supplies, materials or other goods purchased from third party suppliers), (h) the announcement of the Business Combination Agreement and consummation of the Transactions, including any termination of, reduction in or similar adverse impact (but in each case only to the extent attributable to such announcement or consummation) on relationships, contractual or otherwise, with any landlords, customers, suppliers, distributors, partners or employees of ONE Nuclear (provided that this clause (h) shall not apply to any representations or warranty set forth in Section 4.02 or Section 4.05 of the Business Combination Agreement, but subject to any disclosures set forth in Section 4.02 or Section 4.05 of the disclosure letter delivered to HVII by ONE Nuclear in connection with the Business Combination Agreement), or (i) any action taken by, or at the written request of, HVII; provided, further, that any Event referred to in clauses (a), (b), (d), (e) or (g) above may be taken into account in determining if a Company Material Adverse Effect has occurred to the extent it has a disproportionate and adverse effect on the business, prospects, assets, results of operations or condition (financial or otherwise) of ONE Nuclear, relative to similarly situated companies in the industry in which ONE Nuclear conducts its operations, but only to the extent of the incremental disproportionate effect on ONE Nuclear, relative to similarly situated companies in the industry in which ONE Nuclear conducts its operations.

Board of Directors and Officers

Pursuant to the Business Combination Agreement: immediately following the Effective Time, the board of directors of New ONE Nuclear will consist of (i) two (2) directors qualifying as independent directors who are designated by HVII prior to the Closing with the reasonable consent of ONE Nuclear and (ii) five (5) directors designated by ONE Nuclear prior to the Closing. The board of directors of New ONE Nuclear as of immediately following the Effective Time will comply with Nasdaq rules and will be divided into three (3) classes of directors with staggered terms. The management team of New ONE Nuclear as of immediately following the Effective Time will consist solely of ONE Nuclear’s current management team.

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Conditions to Closing; Termination

The conditions to Closing for HVII, Merger Sub and ONE Nuclear are described below. You should be aware that HVII or ONE Nuclear may waive one or more of these conditions. For additional information, refer the section of this proxy statement/prospectus entitled “Risk Factors — Risks Related to HVII — HVII or ONE Nuclear may waive one or more of the conditions to the Business Combination.”

Conditions to Closing

Mutual Conditions

The obligations of ONE Nuclear, HVII and Merger Sub to consummate the Transactions are subject to the satisfaction or written waiver (where legally permitted) at or prior to Closing of the following conditions:

(a)	each of the HVII Shareholder Approval and the ONE Nuclear Member Approval will have been obtained;
(b)	no Governmental Authority of competent jurisdiction will have enacted issued, promulgated, enforced or entered any law, rule, regulation or other judgement which has the effect of making the Merger illegal or otherwise prevents or prohibits consummation of the Merger;
(c)	the registration statement, of which this proxy statement/prospectus forms a part, will have been declared effective under the Securities Act and shall remain effective as of the Closing; no stop order suspending the effectiveness of such registration statement will be in effect; and no proceedings for purposes of suspending the effectiveness of such registration statement will have been initiated or be threatened in writing by the SEC and not withdrawn; and
(d)	the shares of New ONE Nuclear Common Stock will be conditionally approved for listing on the Nasdaq Stock Market as of the Closing, subject to any requirement to have a sufficient number of round lot holders of the New ONE Nuclear Common Stock.

Conditions of ONE Nuclear

The obligations of ONE Nuclear to consummate the Transactions are subject to the satisfaction or written waiver (where legally permitted) at or prior to Closing of the following additional conditions:

(a) the representations and warranties of HVII and Merger Sub set forth in the first two sentences of paragraph (a) of Section 5.01 of the Business Combination Agreement (Organization and Standing), in the first sentence of paragraph (b) of Section 5.01 of the Business Combination Agreement (Organization and Standing), and in Section 5.02 (Authorization; Binding Agreement), Section 5.05 (Capitalization), and Section 5.15 (Finders and Brokers) of the Business Combination Agreement (collectively, the “HVII Specified Representations”) that are (i) qualified by materiality, “material” or “Purchaser Material Adverse Effect” or any similar limitation, shall be true and correct in all respects, and (ii) not qualified by materiality, “material” or “Purchaser Material Adverse Effect” or any similar limitation, shall be true and correct in all material respects, in the case of each of the foregoing clauses (i) and (ii), as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be so true and correct on and as of such earlier date). Each of the representations and warranties of HVII and Merger Sub set forth in Article V of the Business Combination Agreement other than the HVII Specified Representations shall be true and correct (without giving any effect to any limitation as to “materiality” or “Purchaser Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be so true and correct on and as of such earlier date), except, in any case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Purchaser Material Adverse Effect;

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(b)	HVII and Merger Sub will have performed in all material respects all of their respective obligations and complied in all material respects with all of their respective agreements and covenants required by the Business Combination Agreement to be performed or complied with by them on or prior to the Closing Date;
(c)	no Purchaser Material Adverse Effect will have occurred after the date of the Business Combination Agreement that is continuing;
(d)	the Domestication will have been completed and a time-stamped copy of the certificate issued by the Secretary of State of the State of Delaware in relation thereto will have been delivered to ONE Nuclear;
(e)	HVII will have delivered to ONE Nuclear a customary officer’s certificate, dated as of the Closing Date, certifying as to the satisfaction of certain conditions;
(f)	HVII will have delivered to ONE Nuclear a certificate executed by HVII’s secretary or other executive officer, certifying as to, and attaching, (i) copies of HVII’s organizational documents as in effect as of the Closing Date (after giving effect to the Domestication) and (ii) the resolutions of the HVII Board authorizing and approving the execution, delivery and performance of the Business Combination Agreement, each ancillary agreement to which HVII is a party and the consummation of the Transactions.
(g)	HVII will have delivered a copy of the A&R Registration Rights Agreement, duly executed by HVII and the Sponsor; and
(h)	HVII will have delivered a copy of the Lock-up Agreement, duly executed by HVII and the Sponsor.

Conditions of HVII and Merger Sub

The obligations of HVII and Merger Sub to consummate the Transactions are subject to the satisfaction or written waiver (where legally permitted) at or prior to Closing of the following additional conditions:

(a)	the representations and warranties of ONE Nuclear set forth in Section 4.01 (Organization and Standing), Section 4.02 (Authorization; Binding Agreement), Section 4.03 (Capitalization), and Section 4.27 (Finders and Brokers) of the Business Combination Agreement (collectively, the “Company Specified Representations”) that are (i) qualified by materiality, “material” or “Company Material Adverse Effect” or any similar limitation, shall be true and correct in all respects, and (ii) not qualified by materiality, “material” or “Company Material Adverse Effect” or any similar limitation, shall be true and correct in all material respects, in the case of each of the foregoing clauses (i) and (ii), as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be so true and correct on and as of such earlier date). Each of the representations and warranties of ONE Nuclear set forth in Article IV of the Business Combination Agreement other than the Company Specified Representations shall be true and correct (without giving any effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be so true and correct on and as of such earlier date), except, in any case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect;
(b)	ONE Nuclear will have performed in all material respects all of its obligations and complied in all material respects with all of the agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Closing Date;
(c)	no Company Material Adverse Effect will have occurred after the date of the Business Combination Agreement that is continuing;
(d)	ONE Nuclear will have delivered to HVII a customary officer’s certificate, dated as of the Closing Date, certifying as to the satisfaction of certain conditions;
(e)	ONE Nuclear will have delivered to HVII a certificate executed by ONE Nuclear’s secretary, certifying as to the validity and effectiveness of, and attaching, (i) copies of ONE Nuclear’s organizational documents as in effect as of the Closing Date (immediately prior to the Closing) and (ii) the requisite resolutions of the ONE Nuclear Board authorizing and approving the execution, delivery and performance of the Business Combination Agreement, each ancillary agreement to which ONE Nuclear is or is required to be a party and the consummation of the Transactions;

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(f)	ONE Nuclear will have delivered a copy of the A&R Registration Rights Agreement, duly executed by each ONE Nuclear Member;
(g)	ONE Nuclear will have delivered a properly completed and duly executed IRS Form W-9 or W-8 of the applicable series from each ONE Nuclear Member, as necessary;
(h)	ONE Nuclear will have delivered a property completed and duly executed FIRPTA certificate; and
(i)	ONE Nuclear will have delivered a copy of the Lock-up Agreement, duly executed by each ONE Nuclear Member.

Termination

The Business Combination Agreement may be terminated, and the Transactions may be abandoned, at any time prior to the Closing as follows:

(a)	by mutual written consent of HVII and ONE Nuclear;
(b)	by ONE Nuclear if HVII breaches certain covenants relating to HVII Board’s recommendation that HVII Shareholders vote in favor of the proposals to be presented at the HVII Shareholders’ Meeting;
(c)	by HVII or ONE Nuclear if the HVII Shareholder Approval has not been obtained by reason of the failure to obtain the required vote at the HVII Shareholders’ Meeting; provided, however, that the Business Combination Agreement may not be terminated by HVII if HVII has materially breached certain of its obligations thereunder;
(d)	by HVII or ONE Nuclear if any of the conditions to the Closing have not been satisfied or waived by April 30, 2026 (the “Outside Date”); provided, however, that the Business Combination Agreement may not be terminated by a party that either directly or indirectly through its affiliates is in breach or violation of any of its representations, warranties, covenants or obligations contained in the Business Combination Agreement and such breach or violation is the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;
(e)	by HVII or ONE Nuclear if a Governmental Authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the Transactions, and such order or other action has become final and non-appealable; provided, however, that the Business Combination Agreement may not be terminated by a party whose failure to comply with any provision of the Business Combination Agreement is a substantial cause of, or substantially resulted in, such action by such Governmental Authority;
(f)	by ONE Nuclear if (i) there has been a breach by HVII of any of its representations, warranties, covenants or agreements contained in the Business Combination Agreement, or if any representation or warranty of HVII will have become untrue or inaccurate, in any case, such that the conditions described in Section 7.02(a) and 7.02(b) of the Business Combination Agreement would not be satisfied, and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided to HVII or (B) the Outside Date; provided, that ONE Nuclear will not have the right to terminate the Business Combination Agreement if at such time there is an uncured breach by ONE Nuclear of any of its representations, warranties, covenants or agreements contained in the Business Combination Agreement, or if any representation or warranty of ONE Nuclear will have become untrue or inaccurate, in any case, such that the conditions described in Section 7.03(a) and 7.03(b) of the Business Combination Agreement would not be satisfied;

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(g)	by HVII if (i) there has been a breach by ONE Nuclear of any of its representations, warranties, covenants or agreements contained in the Business Combination Agreement, or if any representation or warranty of ONE Nuclear will have become untrue or inaccurate, in any case, such that the conditions described in Section 7.03(a) and 7.03(b) of the Business Combination Agreement would not be satisfied, and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided to ONE Nuclear or (B) the Outside Date; provided, that HVII will not have the right to terminate the Business Combination Agreement if at such time there is an uncured breach by HVII of any of its representations, warranties, covenants or agreements contained in the Business Combination Agreement, or if any representation or warranty of HVII will have become untrue or inaccurate, in any case, such that the conditions described in Section 7.02(a) and 7.02(b) of the Business Combination Agreement would not be satisfied;
(h)	by HVII if (i) all the conditions set forth in Section 7.01 and 7.02 of the Business Combination Agreement have been, and continue to be, satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, each of which will be capable of being satisfied if the Closing Date were the date of such termination), (ii) ONE Nuclear fails to consummate the Transactions on or prior to the day when the Closing is required to occur pursuant to the Business Combination Agreement, (iii) HVII will have irrevocably confirmed in writing to ONE Nuclear that it is ready, willing and able to consummate the Closing and (iv) ONE Nuclear fails to effect the Closing within five (5) Business Days following delivery of such confirmation;
(i)	by ONE Nuclear if (i) all the conditions set forth in Section 7.01 and 7.03 of the Business Combination Agreement have been, and continue to be, satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, each of which shall be capable of being satisfied if the Closing Date were the date of such termination), (ii) HVII fails to consummate the Transactions on or prior to the day when the Closing is required to occur pursuant to the Business Combination Agreement, (iii) ONE Nuclear will have irrevocably confirmed in writing to HVII that it is ready, willing and able to consummate the Closing and (iv) HVII fails to effect the Closing within five (5) Business Days following delivery of such confirmation; or
(j)	by HVII if (i) ONE Nuclear fails to deliver the PCAOB Financial Statements to HVII on or before December 31, 2025 or (ii) ONE Nuclear fails to obtain and deliver to HVII the Company Member Consent within five (5) Business Days after this proxy statement/prospectus is declared effective under the Securities Act.

Effect of Termination

If the Business Combination Agreement is terminated, the Business Combination Agreement will become void, and there will no liability on the part of any party thereto or any of their respective representatives, and all rights and obligations of each party will cease, except as set forth in the Business Combination Agreement or in the case of a willful and material breach of the Business Combination Agreement or any claim of fraud thereunder.

Amendments; Waivers and Extensions

The Business Combination Agreement may be amended, supplemented or modified only by execution of a written instrument signed by HVII and ONE Nuclear. Any party to the Business Combination Agreement may, at any time prior to the Closing, (a) extend the time for the performance of the obligations or acts of the other parties, (b) waive any inaccuracies in the representations and warranties (of another party) that are contained in the Business Combination Agreement or (c) waive compliance by the other parties with any of the agreements or conditions contained in the Business Combination Agreement, but such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party granting such extension or waiver. The approval of the Business Combination Agreement by the equityholders of any of the parties shall not restrict the ability of the board of directors (or other body performing similar functions) of any of the parties to terminate the Business Combination Agreement in accordance with the relevant section therein or to cause such party to enter into an amendment to the Business Combination Agreement pursuant to the relevant section therein.

Expenses

If the Closing occurs, on the Closing Date, HVII shall pay or cause to be paid by wire transfer of immediately available funds all of the transaction costs of HVII, Merger Sub and ONE Nuclear. If the Business Combination Agreement is terminated by HVII due to ONE Nuclear’s material breach or failure to close when required, then ONE Nuclear will pay or cause to be paid to HVII an amount equal to HVII’s reasonable, documented, out-of-pocket legal expenses actually incurred in connection with the Transaction since July 23, 2025. If the Business Combination Agreement is terminated by ONE Nuclear due to HVII’s material breach, breach of certain covenants relating to HVII Board’s recommendation that HVII Shareholders vote in favor of the proposals to be presented at the HVII Shareholders’ Meeting or failure to close when required, then HVII will pay or cause to be paid to ONE Nuclear an amount equal to ONE Nuclear’s reasonable, documented, out-of-pocket legal expenses actually incurred in connection with the Transaction since July 23, 2025.

Governing Law; Consent to Jurisdiction

The Business Combination Agreement, and all claims or causes of action based upon, arising out of, or related to the Business Combination Agreement or the Transactions, are governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction. The laws of the Cayman Islands shall also apply to and, as applicable, govern the Domestication.

The parties to the Business Combination Agreement consent to be submitted to the exclusive jurisdiction of the state or federal courts of the State of Delaware.

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CERTAIN AGREEMENTS RELATED TO THE BUSINESS COMBINATION

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to or in connection with the transactions contemplated by the Business Combination Agreement, which are referred to as the “Related Agreements,” but does not purport to describe all of the terms thereof. The full text of the Related Agreements, or forms thereof, are filed as annexes to this proxy statement/prospectus or as exhibits to the registration statement of which this proxy statement/prospectus forms a part, and the following descriptions are qualified in their entirety by the full text of such annexes and exhibits. You are encouraged to read the Related Agreements in their entirety.

Member Support Agreement

In connection with the execution of the Business Combination Agreement, certain of the ONE Nuclear Members, HVII and ONE Nuclear entered into the Member Support Agreement, pursuant to which, among other things, and subject to the terms and conditions set forth therein, the ONE Nuclear Members parties thereto agreed (a) to attend and vote at any meeting of the ONE Nuclear Members (including any postponement or adjournment thereof) and execute and deliver written consent or approval in any action by written consent or approval of the ONE Nuclear Members requested by ONE Nuclear, all of the ONE Nuclear Units held by the ONE Nuclear Members parties thereto (i) in favor of the approval and adoption of the Business Combination Agreement, the Merger and the other Transactions, and (ii) against any action, agreement or transaction or proposal that would reasonably be expected to prevent, impede, interfere with, delay, postpone or adversely affect the Merger or the other Transactions in any material respect, (b) not to transfer or redeem any ONE Nuclear Units held by them prior to Closing, subject to certain exceptions, (c) not to commence, join in, facilitate or encourage, and agreed to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against HVII, Merger Sub, ONE Nuclear or any of their respective successors or directors (i) challenging the validity of, or seeking to enjoin the operation of, any provision of the Member Support Agreement or (ii) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Business Combination Agreement or any other agreement in connection with the Transactions and (d) take all actions reasonably necessary to consummate the Transactions. As of October 22, 2025, the ONE Nuclear Members who entered into the Member Support Agreement collectively held approximately 94.7% of the outstanding ONE Nuclear Units.

Sponsor Support Agreement

In connection with the execution of the Business Combination Agreement, the Sponsor and HVII’s directors and officers executed the Sponsor Support Agreement, pursuant to which, among other things, and subject to the terms and conditions set forth therein, the Sponsor and the other HVII Shareholders parties thereto agreed (a) to vote all of the HVII Ordinary Shares that they hold in favor of the Business Combination Agreement, the Transactions and any related actions, and against any other transactions or proposals intended, or that would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions in any material respect, (b) not to transfer or redeem any of the HVII Ordinary Shares or HVII Units held by them prior to Closing, subject to certain exceptions, (c) not to commence, join in, facilitate or encourage, and agreed to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against HVII, Merger Sub, ONE Nuclear or any of their respective successors or directors (i) challenging the validity of, or seeking to enjoin the operation of, any provision of the Sponsor Support Agreement or (ii) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Business Combination Agreement or any other agreement in connection with the Transactions and (d) take all actions reasonably necessary to consummate the Transactions. As of October 22, 2025, the HVII Shareholders who entered into the Sponsor Support Agreement collectively held all of the outstanding HVII Class B Ordinary Shares and an aggregate of 6,833,333 HVII Ordinary Shares, or 26.3% of the outstanding HVII Ordinary Shares prior to Closing.

Amended and Restated Registration Rights Agreement

In connection with the Closing, that certain Registration Rights Agreement, dated January 16, 2025, by and among HVII, the Sponsor, the IPO underwriters and certain HVII Shareholders, will be amended and restated, and the Holders (as defined in the A&R Registration Rights Agreement) will enter into the A&R Registration Rights Agreement at Closing, pursuant to which the Holders, subject to certain conditions, will be entitled to registration rights.

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Pursuant to the A&R Registration Rights Agreement, New ONE Nuclear will agree that, within 30 days after the Closing, New ONE Nuclear will file with the SEC (at its sole cost and expense) a registration statement registering the resale or other disposition of the Registrable Securities (as defined in the A&R Registration Rights Agreement), and New ONE Nuclear will use its reasonable best efforts to cause such registration statement to be declared effective by the SEC as soon as reasonably practicable after the initial filing of such registration statement. In certain circumstances, the Holders can demand registration or an underwritten offering, and will be entitled to certain customary registration rights, for all or part of their Registerable Securities, in each case subject to certain limitations set forth in the A&R Registration Rights Agreement; provided, that New ONE Nuclear is not obligated to effect more than an aggregate of three (3) demand registrations and three (3) underwritten offerings. All of the Holders will be granted unlimited “piggyback” registration rights, subject to certain requirements and customary conditions.

The registration rights granted under the A&R Registration Rights Agreement will be subject to certain customary limitations, including the right of the underwriters to limit the number of securities to be included in an underwritten offering and a Holder’s right to withdraw a registration statement for any or no reason whatsoever. New ONE Nuclear will generally be required to bear the registration expenses, including registration and filing fees, reasonable underwriter expenses, printing, messenger, telephone and delivery expenses, fees and expenses related to complying with securities or blue sky laws, as well as reasonable fees of counsel of New ONE Nuclear, independent registered public accountants, and one (1) legal counsel of the Holders, but excluding any underwriting fees, commissions or discounts. Under the A&R Registration Rights Agreement, New ONE Nuclear will agree to indemnify, to the extent permitted by law, the Holders against all losses, claims, damages, liabilities and out-of-pocket expenses caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to New ONE Nuclear by such Holder expressly for use in those documents. New ONE Nuclear will also agree to indemnify the underwriters of an underwritten offering effected pursuant to the A&R Registration Right Agreement to the same extent as provided in the foregoing with respect to the indemnification of a Holder.

The A&R Registration Rights Agreement will terminate upon the earlier of (a) the date on which all of the Registrable Securities have been sold pursuant to a registration statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the SEC)) or (B) the first date on which the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale.

Lock-Up Agreements

In connection with the Closing, each of certain of the HVII Shareholders (including the Sponsor) (which group in the aggregate holds 6,833,333 HVII Ordinary Shares, or 26.3% of the outstanding HVII Ordinary Shares prior to Closing) and the ONE Nuclear Members enter into a Lock-Up Agreement with HVII limiting their ability to transfer any securities issued upon conversion of the HVII Founder Shares and the shares of New ONE Nuclear Common Stock issued to the ONE Nuclear Members in the Merger (all such securities, together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted, the “Restricted Securities”). In particular, such stockholders of New ONE Nuclear will agree, subject to customary exceptions, not to (a) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities or (c) publicly disclose the intention to do any of the foregoing, whether any such transaction described in the foregoing clauses above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise. These transfer restrictions will be in place for the period commencing on the Closing Date and ending on the earliest to occur of: (x) the six month anniversary of the Closing Date, (y) such date that the reported last sale price of the New ONE Nuclear Common Stock equals or exceeds $11.00 per share for any twenty (20) trading days within any thirty (30) consecutive trading day period commencing after the Closing, and (z) the date after the Closing on which New ONE Nuclear consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the New ONE Nuclear Stockholders having the right to exchange their shares of New ONE Nuclear Common Stock for cash, securities or other property. In connection with the execution of the Lock-Up Agreements, the existing transfer restrictions on the HVII Founder Shares set forth in Section 7(a) of the Letter Agreement is expected to be terminated.

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PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

The Business Combination Proposal

Subject to the approval of the other Condition Precedent Proposals, HVII is asking its shareholders to approve and adopt the Business Combination Agreement and the Transactions contemplated thereby. Please see the sections entitled “The Business Combination,” “The Business Combination Agreement” and “Certain Agreements Related to the Business Combination” for additional information and a summary of certain terms of the Business Combination and the Business Combination Agreement. HVII Shareholders are urged to read carefully the Business Combination Agreement in its entirety before voting on this proposal.

Vote Required for Approval

The approval of the Business Combination Proposal requires the affirmative vote of the holders of a majority of all the issued and outstanding HVII Ordinary Shares entitled to do so, voting in person or by proxy thereon at the HVII Shareholders’ Meeting. While abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established, they will not be counted in connection with the vote on any Proposal.

The Business Combination Proposal is conditioned on the approval of each of the other Condition Precedent Proposals. Therefore, if each of the other Condition Precedent Proposals is not approved, the Business Combination Proposal will have no effect, even if approved by holders of HVII Ordinary Shares.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that HVII’s entry into the Business Combination Agreement, dated as of October 22, 2025, by and among HVII, Merger Sub and ONE Nuclear, pursuant to which and among other things, on the terms and subject to the conditions set forth in the Business Combination Agreement, the parties will complete the Business Combination described in this proxy statement/prospectus and the Transactions contemplated by the Business Combination Agreement, be approved, ratified and confirmed in all respects.

Recommendation of the HVII Board

HVII’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT HVII SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

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PROPOSAL NO. 2 — THE DOMESTICATION PROPOSAL

The Domestication Proposal

As discussed in this proxy statement/prospectus, subject to the approval of the other Condition Precedent Proposals, HVII is asking its shareholders to approve the Domestication Proposal. Under the Business Combination Agreement, the approval of the Domestication Proposal, and completion of the Domestication, is a condition to the consummation of the Business Combination. If, however, the Domestication Proposal is approved, but the Business Combination Proposal or any of the other Condition Precedent Proposals is not approved, then neither the Domestication nor the Business Combination will be consummated.

As a condition to Closing, the HVII Board has unanimously approved a change of HVII’s jurisdiction of incorporation by deregistering as an exempted company with limited liability in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. In accordance with HVII’s plan of domestication, included as an exhibit to the registration statement of which this proxy statement/prospectus is a part, to effect the Domestication, HVII will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file the New ONE Nuclear Charter and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which HVII will be domesticated and continue as New ONE Nuclear, a Delaware corporation. Effective immediately following the consummation of the Business Combination, HVII will be renamed “ONE Nuclear Energy Inc.”

Immediately prior to the Domestication, pursuant to the HVII Charter, each HVII Class B Ordinary Share issued and outstanding will be automatically converted into one (1) HVII Class A Ordinary Share. Immediately following such conversion, in the Domestication (a) each HVII Class A Ordinary Share issued and outstanding immediately prior to the Domestication will automatically convert into one (1) share of New ONE Nuclear Common Stock, (b) each HVII Right will be automatically converted into one (1) Domesticated HVII Right, and (c) each HVII Unit issued and outstanding as of immediately prior to the Domestication will automatically be canceled and each holder will receive one share of New ONE Nuclear Common Stock and one Domesticated HVII Right.

The Domestication Proposal, if approved, will authorize a change of HVII’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while HVII is currently governed by the Companies Act, upon the Domestication, New ONE Nuclear will be governed by the DGCL. HVII encourages shareholders to carefully consult the information set out in the section entitled “Comparison of Stockholders’ Rights.”

Reasons for the Domestication

The HVII Board believes that it would be in the best interests of HVII to effect the Domestication on the Closing Date. Further, the HVII Board believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. In addition, because New ONE Nuclear will operate within the United States following the Business Combination, it was the view of the HVII Board that New ONE Nuclear should be structured as a corporation organized in the United States.

The HVII Board believes that there are several reasons why a reincorporation in Delaware is in the best interests of HVII and its shareholders. These additional reasons can be summarized as follows:

● Prominence, Predictability and Flexibility of Delaware Law. For many years, Delaware has followed a policy of encouraging incorporation in its state and, in furtherance of that policy, has been a leader in adopting, construing, and implementing comprehensive, flexible corporate laws responsive to the legal and business needs of corporations organized under its laws. Many corporations have chosen Delaware initially as a state of incorporation or have subsequently changed corporate domicile to Delaware. Because of Delaware’s prominence as the state of incorporation for many major corporations, both the legislature and courts in Delaware have demonstrated the ability and a willingness to act quickly and effectively to meet changing business needs. The DGCL is frequently revised and updated to accommodate changing legal and business needs and is more comprehensive, widely used and interpreted than other state corporate laws. This favorable corporate and regulatory environment is attractive to businesses such as ours.

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● Well-Established Principles of Corporate Governance. There is substantial judicial precedent in the Delaware courts as to the legal principles applicable to measures that may be taken by a corporation and to the conduct of a company’s board of directors, such as under the business judgment rule and other standards. Because the judicial system is based largely on legal precedents, the abundance of Delaware case law provides clarity and predictability to many areas of corporate law. We believe such clarity would be advantageous to New ONE Nuclear, the New ONE Nuclear Board and management to make corporate decisions and take corporate actions with greater assurance as to the validity and consequences of those decisions and actions. Further, investors and securities professionals are generally more familiar with Delaware corporations, and the laws governing such corporations, increasing their level of comfort with Delaware corporations relative to other jurisdictions. The Delaware courts have developed considerable expertise in dealing with corporate issues, and a substantial body of case law has developed construing Delaware law and establishing public policies with respect to corporate legal affairs. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for New ONE Nuclear’s stockholders from possible abuses by directors and officers.

● Increased Ability to Attract and Retain Qualified Directors. Reincorporation from the Cayman Islands to Delaware is attractive to directors, officers, and stockholders alike. New ONE Nuclear’s incorporation in Delaware may make New ONE Nuclear more attractive to future candidates for the New ONE Nuclear Board, because many such candidates are already familiar with Delaware corporate law from their past business experiences. To date, we have not experienced difficulty in retaining directors or officers, but directors of public companies are exposed to significant potential liability. Thus, candidates’ familiarity and comfort with Delaware laws – especially those relating to director indemnification (as discussed below) – draw such qualified candidates to Delaware corporations. The HVII Board therefore believes that providing the benefits afforded directors by Delaware law will enable New ONE Nuclear to compete more effectively with other public companies in the recruitment of talented and experienced directors and officers. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for our stockholders from possible abuses by directors and officers.

The frequency of claims and litigation pursued against directors and officers has greatly expanded the risks facing directors and officers of corporations in carrying out their respective duties. The amount of time and money required to respond to such claims and to defend such litigation can be substantial. While both Cayman Islands and Delaware law permit a corporation to include a provision in its governing documents to reduce or eliminate the monetary liability of directors for breaches of fiduciary duty in certain circumstances, we believe that, in general, Delaware law is more developed and provides more guidance than Cayman Islands law on matters regarding a company’s ability to limit director liability. As a result, we believe that the corporate environment afforded by Delaware will enable New ONE Nuclear to compete more effectively with other public companies in attracting and retaining new directors.

Reasons for the Name Change

The HVII Board believes that it would be in the best interests of HVII to, effective immediately following the consummation of the Business Combination, change its corporate name to “ONE Nuclear Energy Inc.” in order to more accurately reflect the business purpose and activities of New ONE Nuclear.

Regulatory Approvals; Third-Party Consents

The Domestication will require filings with the Registrar of Companies of the Cayman Islands and Secretary of State of the State of Delaware necessary to effectuate the Domestication. HVII is not required to make any other filings or to obtain any approvals or clearances in order to complete the Domestication; however, because the Domestication must occur immediately prior to the Business Combination, it will not occur unless the Business Combination can be completed, which will require the other approvals as described under the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Regulatory Matters.”

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Proposed Certificate of Incorporation and Proposed By-Laws

Commencing with the effective time of the Domestication, the New ONE Nuclear Charter and the New ONE Nuclear Bylaws will govern the rights of stockholders in New ONE Nuclear.

A chart comparing your rights as a holder of HVII Ordinary Shares as a Cayman Islands exempted company with limited liability with your rights as a holder of New ONE Nuclear Common Shares can be found in the section of this proxy statement/prospectus entitled “Comparison of Stockholders’ Rights.”

Accounting Treatment of the Domestication

The Domestication is being proposed solely for the purpose of changing the legal domicile of HVII. There will be no accounting effect or change in the carrying amount of the assets and liabilities of HVII as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of HVII immediately following the Domestication will be the same as those immediately prior to the Domestication.

Vote Required for Approval

The approval of the Domestication Proposal requires the affirmative vote of the holders of at least two-thirds of all the issued and outstanding HVII Class B Ordinary Shares entitled to do so, voting in person or by proxy thereon at the HVII Shareholders’ Meeting. The holders of HVII Class A Ordinary Shares will have no right to vote on the Domestication Proposal, in accordance with Article 50.1 of the HVII Charter. While abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established, they will not be counted in connection with the vote on any Proposal.

The Domestication Proposal is conditioned on the approval of each of the other Condition Precedent Proposals. Therefore, if each of the other Condition Precedent Proposals is not approved, the Domestication Proposal will have no effect, even if approved by holders of HVII Ordinary Shares.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as a special resolution of the holders of HVII Class B Ordinary Shares, that HVII be de-registered in the Cayman Islands pursuant to Article 50 of the Amended and Restated Memorandum and Articles of Association of Hennessy Capital Investment Corp. VII. and be registered by way of continuation as a corporation in the State of Delaware, and the Amended and Restated Memorandum and Articles of Association of Hennessy Capital Investment Corp. VII. be amended so as to be replaced in their entirety in the form attached to the proxy statement/prospectus and that the registered office provider of HVII and/or Appleby (Cayman) Ltd. be authorized and instructed to take any and all necessary steps and actions and make or cause to be made any and all applications and/or filings with the Registrar of Companies in the Cayman Islands.”

Recommendation of the HVII Board

HVII’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT HVII SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE DOMESTICATION PROPOSAL.

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PROPOSAL NO. 3 — THE STOCK ISSUANCE PROPOSAL

The Stock Issuance Proposal

Assuming the Business Combination Proposal and the other Condition Precedent Proposals are approved, HVII’s shareholders are also being asked to approve, by ordinary resolution, the Stock Issuance Proposal.

Why HVII Needs Shareholder Approval

HVII is seeking shareholder approval in order to comply with Nasdaq Listing Rules, including 5635(a), (b) and (d). Under Nasdaq Listing Rule 5635(a), shareholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering for cash and (A) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of common stock (or securities convertible into or exercisable for common stock); or (B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities. Collectively, New ONE Nuclear may issue securities representing 20% or more of our outstanding common stock or 20% or more of the voting power, in each case outstanding before the issuance, pursuant to the issuance of common stock and securities convertible into or exercisable for common stock in connection with the Business Combination.

Under Nasdaq Listing Rule 5635(b), shareholder approval is required when any issuance or potential issuance will result in a “change of control” of the issuer. Although Nasdaq has not adopted any rule on what constitutes a “change of control” for purposes of Rule 5635(b), Nasdaq has previously indicated that the acquisition of, or right to acquire, by a single investor or affiliated investor group, as little as 20% of the common stock (or securities convertible into or exercisable for common stock) or voting power of an issuer could constitute a change of control.

Under Nasdaq Listing Rule 5635(d), shareholder approval is required prior to the issuance of securities in certain circumstances, including if the number of securities to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance.

Upon the consummation of the Business Combination, New ONE Nuclear expects to issue to the ONE Nuclear Members an estimated 96.7 million shares of New ONE Nuclear Common Stock at the Closing (based on an assumed $10.34 Redemption Price based on the amount in the Trust Account as of November 30, 2025, net of accrued taxes) and up to an additional 13 million Earnout Shares . In connection with the Business Combination and as part of the PIPE Investment, New ONE Nuclear may issue additional common stock and securities convertible into or exercisable for common stock pursuant to warrants, options or certain other subscription, purchase or similar agreements it may enter into prior to Closing. For further details, see the section of this proxy statement/prospectus entitled “Beneficial Ownership of Securities”.

Vote Required for Approval

The approval of the Stock Issuance Proposal requires the affirmative vote of the holders of a majority of all the issued and outstanding HVII Ordinary Shares entitled to do so, voting in person or by proxy thereon at the HVII Shareholders’ Meeting. While abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established, they will not be counted in connection with the vote on any Proposal.

The Stock Issuance Proposal is conditioned on the approval of each of the other Condition Precedent Proposals. Therefore, if each of the other Condition Precedent Proposals is not approved, the Stock Issuance Proposal will have no effect, even if approved by holders of HVII Ordinary Shares.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that, for the purposes of complying with the applicable Nasdaq Listing Rules, the issuance of shares of New ONE Nuclear Common Stock in connection with the Business Combination (including the PIPE Investment) be approved in all respects.”

Recommendation of the HVII Board

HVII’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT HVII SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE STOCK ISSUANCE PROPOSAL.

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PROPOSAL NO. 4 — THE ORGANIZATIONAL DOCUMENTS PROPOSAL

The Organizational Documents Proposal

If the Business Combination Proposal and the other Condition Precedent Proposals are approved and the Business Combination is consummated, HVII will replace the HVII Charter with the New ONE Nuclear Charter and New ONE Nuclear Bylaws as part of the Domestication.

HVII’s shareholders are asked to approve the Organizational Documents Proposal in connection with the proposed adoption of the New ONE Nuclear Charter and New ONE Nuclear Bylaws. For a summary of the key differences between the HVII Charter and the New ONE Nuclear Organizational Documents, see the section of this proxy statement/prospectus entitled “Comparison of Stockholders’ Rights.” The HVII Board’s reasons for proposing the adoption of the New ONE Nuclear Charter and New ONE Nuclear Bylaws are set forth below and more fully detailed for each of the Advisory Organizational Documents Proposals set forth in the section entitled “The Advisory Organizational Documents Proposal”.

Vote Required for Approval

The approval of the Organizational Documents Proposal requires a special resolution under the Companies Act, being the affirmative vote of the holders of two-thirds of all the issued and outstanding HVII Ordinary Shares entitled to do so, voting in person or by proxy thereon at the HVII Shareholders’ Meeting. While abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established, they will not be counted in connection with the vote on any Proposal.

The Organizational Documents Proposal is conditioned on the approval of each of the other Condition Precedent Proposals. Therefore, if each of the other Condition Precedent Proposals is not approved, the Organizational Documents Proposal will have no effect, even if approved by holders of HVII Ordinary Shares.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of Hennessy Capital Investment Corp. VII. currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Proposed Certificate of Incorporation and Proposed By-Laws in the form attached to the proxy statement/prospectus as Annex B and Annex C, respectively, including, without limitation, the authorization of the change in authorized share capital as indicated therein, with effect from the registration of HVII in the State of Delaware as a corporation with the laws of the State of Delaware.”

Recommendation of the HVII Board

HVII’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT HVII SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ORGANIZATIONAL DOCUMENTS PROPOSAL.

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PROPOSAL NO. 5A THROUGH 5F — THE ADVISORY ORGANIZATIONAL DOCUMENTS PROPOSALS

Overview

If the Condition Precedent Proposals are approved, in connection with the Domestication, HVII will adopt the New ONE Nuclear Organizational Documents. HVII is asking its shareholders to vote, on a non-binding and advisory basis only, on six separate proposals relating to certain material changes between the HVII Charter and the New ONE Nuclear Organizational Documents, which are being presented in accordance with SEC guidance and to give HVII shareholders the opportunity to present their separate views on important corporate governance procedures. The summaries of these changes summarized below are qualified by reference to the complete text of the New ONE Nuclear Charter and the New ONE Nuclear Bylaws, each in the form attached to this proxy statement/prospectus as Annex B and Annex C, respectively.

In the judgment of the HVII Board, these provisions are necessary to adequately address the needs of New ONE Nuclear following the Closing. Furthermore, the Transaction is not conditioned on the separate approval of the Advisory Organizational Documents Proposals. Accordingly, regardless of the outcome of the non-binding, advisory votes on the Advisory Organizational Documents Proposals, HVII and ONE Nuclear intend that the New ONE Nuclear Organizational Documents containing the provisions noted in the Advisory Organizational Documents Proposals, will take effect in connection with the Closing, assuming approval of the Condition Precedent Proposals. HVII shareholders are encouraged to carefully review the terms of the New ONE Nuclear Organizational Documents.

There will be important differences between your current rights as a HVII Shareholder and your rights as a New ONE Nuclear Stockholder. See “Comparison of Stockholders’ Rights” for a further discussion of the different rights associated with the HVII Ordinary Shares and shares of New ONE Nuclear Common Stock.

Advisory Organizational Documents Proposals

You are being asked to consider and vote upon, on a non-binding and advisory basis only, six separate governance proposals relating to the following material changes between the HVII Charter and the New ONE Nuclear Organizational Documents:

Proposal No. 5A — Changes to Authorized Share Capital

The authorized share capital of HVII is US$22,100, and the HVII Charter authorizes 221,000,000 shares, consisting of (a) 220,000,000 ordinary shares, of which (i) 200,000,000 shares are HVII Class A Ordinary Shares, and (ii) 20,000,000 shares are HVII Class B Ordinary Shares, and (b) 1,000,000 preference shares. The New ONE Nuclear Charter authorizes the issuance of 501,000,000 total shares, consisting of (a) 500,000,000 shares of common stock, par value $0.0001 per share, and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share. Upon the conversion of the HVII Class B Ordinary Shares to HVII Class A Ordinary Shares and the elimination of the blank check provisions in the HVII Charter, the HVII Board has determined that there will no longer be a need to continue with two series of ordinary shares and, therefore, this amendment eliminates the HVII Class B Ordinary Shares (or their common stock equivalent) from the share structure of New ONE Nuclear.

Proposal No. 5B — Required Vote to Amend the Charter

At present, certain provisions of the HVII Charter relating to the appointment and removal of directors and the continuation of the company in a jurisdiction outside the Cayman Islands, may only be amended by special resolution of the shareholders, being the affirmative vote of the holders of not less than ninety percent (90%) of the issued and outstanding shares who, being present in person (including by virtual attendance) or by proxy and entitled to vote. Pursuant to the terms of the New ONE Nuclear Charter, the affirmative vote of the majority of the outstanding shares of capital stock entitled to vote, and the affirmative vote of the majority of the outstanding shares of each class entitled to vote thereon as a class, at a duly constituted meeting of stockholders called expressly for such purpose, is required to amend or repeal provisions of the New ONE Nuclear Charter; provided, however, that the affirmative vote of holders of at least 66.67% of the voting power of all the then-outstanding shares of voting stock of New ONE Nuclear, voting together as a single class, shall be required to amend, alter, repeal or rescind certain provisions of the New ONE Nuclear Charter relating to special meetings of New ONE Nuclear stockholders, the absence of action by written consent, directors’ and officers’ limitation of liability and indemnification, exclusive forum, amendment of the New ONE Nuclear Bylaws, and the amendment process of the New ONE Nuclear Charter.. We believe that supermajority voting requirements are appropriate at this time to protect stockholders against the potential self-interested actions by one or a few large stockholders. In reaching this conclusion, the HVII Board was cognizant of the potential for certain stockholders to hold a substantial beneficial ownership of New ONE Nuclear Common Stock following the Transaction. We further believe that going forward, a supermajority voting requirement encourages the person seeking control of New ONE Nuclear to negotiate with the board of directors to reach terms that are appropriate for all stockholders.

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(C) Proposal No. 5C — Director Removal

At present, the HVII Charter provides that, directors may be removed from office at any time, by an ordinary resolution of the holders of the HVII Class B Ordinary Shares. The New ONE Nuclear Charter provides for the removal of directors with cause only by stockholders voting at least 66.67% of the voting power of all of the then outstanding shares of voting stock of New ONE Nuclear entitled to vote at an election of directors. We believe that supermajority voting requirements are appropriate at this time to protect all stockholders against the potential self-interested actions by one or a few large stockholders. In reaching this conclusion, the HVII Board was cognizant of the potential for certain stockholders to hold a substantial beneficial ownership of our common stock following the Transaction. The HVII Board further believes that going forward, a supermajority voting requirement encourages the person seeking control of the post-combination corporation to negotiate with the board of directors to reach terms that are appropriate for all stockholders.

(D) Proposal No. 5D — Exclusive Forum Provision

At present, the HVII Charter provides that the courts of the Cayman Islands will be the sole and exclusive forum for any claim or dispute arising out of or in connection with the HVII Charter. The New ONE Nuclear Charter will provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any stockholder to bring (i) any derivative action or proceeding brought on behalf of New ONE Nuclear; (ii) any action or proceeding asserting a claim of, or a claim based on, a breach of a fiduciary duty owed by any current or former director, officer, or other employee of New ONE Nuclear to New ONE Nuclear or New ONE Nuclear’s stockholders; (iii) any action or proceeding asserting a claim arising pursuant to any provision of the DGCL, the New ONE Nuclear Charter, or the New ONE Nuclear Bylaws (including, without limitation, with respect to the interpretation, validity, or enforceability of any provision hereof or thereof); or (iv) any action asserting a claim governed by the internal affairs doctrine. Furthermore, to prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, the New ONE Nuclear Bylaws further provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause or causes of action arising under the Securities Act or Exchange Act, including all causes of action asserted against any defendant to such complaint. For the avoidance of doubt, this provision is intended to benefit and may be enforced by New ONE Nuclear, its officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying this Transaction.

These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with New ONE Nuclear or its directors, officers, or other employees and may discourage these types of lawsuits. Furthermore, the enforceability of similar choice of forum provisions in other companies’ certificates of incorporation or bylaws has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. New ONE Nuclear notes that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

(E) Proposal No. 5E — Shareholder Action by Written Consent

Unless otherwise provided in the articles of association, a Cayman Islands company may take any action required or permitted to be taken at a meeting of the shareholders without a meeting by unanimous written resolutions of the holders of the issued and outstanding shares. At present, the HVII Charter does not prohibit action to be taken by written consent. The New ONE Nuclear Charter provides that stockholders are required to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting. These provisions might delay the ability of stockholders to force consideration of a proposal or for stockholders controlling a majority of New ONE Nuclear capital stock to take any action, including the removal of directors.

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(F) Proposal No. 5F — Removal of Blank Check Company Provisions

The HVII Charter contains various provisions applicable only to blank check companies. The New ONE Nuclear Charter eliminates certain provisions related to the company’s status as a blank check company, which is desirable because these provisions will serve no purpose following the Closing. For example, the New ONE Nuclear Charter will not include the requirement to dissolve the post-combination company and will allow it to continue as a corporate entity with perpetual existence following the Closing. Perpetual existence is the usual period of existence for corporations, and HVII believes it is the most appropriate period for New ONE Nuclear following the Closing. In connection with the Domestication, all HVII Class B Ordinary Shares will automatically be converted into HVII Class A Ordinary Shares, pursuant to the terms of the HVII Charter. Upon the conversion of the HVII Class B Ordinary Shares to HVII Class A Ordinary Shares, the HVII Board has determined that there will no longer be a need to continue with two series of ordinary shares (or their common stock equivalents) and, therefore, this amendment eliminates the HVII Class B Ordinary Shares. In addition, certain other provisions in the HVII Charter require that proceeds from the IPO be held in the Trust Account until a business combination or liquidation of merger has occurred. These provisions cease to apply once the Business Combination is consummated.

Vote Required for Approval

The approval of each of the Advisory Organizational Documents Proposals requires a special resolution under the Companies Act, being the affirmative vote of the holders of two-thirds of all the issued and outstanding HVII Ordinary Shares entitled to do so, voting in person or by proxy thereon at the HVII Shareholders’ Meeting. While abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established, they will not be counted in connection with the vote on any of the Advisory Organizational Documents Proposals. A vote to approve each of the Advisory Organizational Documents Proposals is an advisory vote, and therefore, is not binding on HVII or ONE Nuclear or their respective boards of directors. Accordingly, regardless of the outcome of the non-binding, advisory votes on the Advisory Organizational Documents Proposals, HVII and ONE Nuclear intend that the New ONE Nuclear Organizational Documents, in the forms attached to this proxy statement/prospectus as Annex B and Annex C and containing the provisions noted in the Advisory Organizational Documents Proposals, will take effect in connection with the Closing, assuming approval of the Condition Precedent Proposals.

Each of the Advisory Organizational Documents Proposals is not conditioned upon, or a condition for, the approval of any other Proposal set forth in this proxy statement/prospectus.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as a special resolution, on a non-binding and advisory basis only, to approve each of the following proposals:

● Proposal No. 5A — Changes to Authorized Share Capital;

● Proposal No. 5B — Required Vote to Amend the Charter;

● Proposal No. 5C — Director Removal;

● Proposal No. 5D — Exclusive Forum Provision;

● Proposal No. 5E — Shareholder Action by Written Consent; and

● Proposal No. 5F — Removal of Blank Check Company Provisions.”

Recommendation of the HVII Board

HVII’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT HVII SHAREHOLDERS VOTE “FOR” THE APPROVAL OF EACH OF THE ADVISORY ORGANIZATIONAL DOCUMENTS PROPOSALS.

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PROPOSAL NO. 6 — THE INCENTIVE PLAN PROPOSAL

Overview

HVII is asking its shareholders to approve and adopt the New ONE Nuclear Equity Incentive Plan and the material terms thereunder. The New ONE Nuclear Equity Incentive Plan is described in more detail below. A copy of the New ONE Nuclear Equity Incentive Plan is included in this proxy statement/prospectus as Annex F. The following description is qualified in its entirety by reference to the plan document, which is incorporated into this proxy statement/prospectus by reference.

Summary of the New ONE Nuclear Equity Incentive Plan

The following is a brief summary of the New ONE Nuclear Equity Incentive Plan (the “Plan”).

Types of Awards; Shares Available for Awards; Share Counting Rules

The Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Code, nonqualified stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), stock bonus awards and performance compensation awards, as described below (collectively, “awards”).

Awards (other than substitute awards granted in connection with a corporate transaction) may be made under the Plan for up to [                          ] shares of New ONE Nuclear Common Stock, all of which may be issued as incentive stock options. As of [          ], the closing stock price of a share of HVII common stock, as reported on the Nasdaq Stock Market LLC, was $[          ] per share.

In addition, in no event shall the fair market value of awards made under the Plan to any one non-employee director of New ONE Nuclear or its affiliates exceed $[              ], in the aggregate, in any one fiscal year.

Shares covered by awards under the Plan that expire or are terminated, surrendered, or cancelled without having been fully exercised or are forfeited, in whole or in part, or that result in any shares not being issued (including as a result of an award being settled in cash rather than stock) will be added back to the shares reserved for issuance and again be available for the grant of awards under the Plan (subject, in the case of incentive stock options, to any limitations under the Code).

Shares of New ONE Nuclear Common Stock that are delivered (by actual delivery, attestation, or net exercise) to New ONE Nuclear by a participant to purchase shares of New ONE Nuclear Common Stock upon exercise of an award or to satisfy tax withholding obligations (including shares retained from the award creating the tax obligation) will be added back to the shares reserved for issuance and again be available for the future grant of awards under the Plan.

In connection with a merger or consolidation of an entity with New ONE Nuclear or New ONE Nuclear’s acquisition of property or stock of an entity, the Plan Committee (as defined below) may grant awards under the Plan in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof on such terms as the Plan Committee determines appropriate in the circumstances, notwithstanding any limitation on awards contained in the Plan. No such substitute awards shall count against the Share Reserve, except as required by reason of Section 422 and related provisions of the Code.

Descriptions of Awards

Options. A participant who is awarded an option receives the right to purchase a specified number of shares of New ONE Nuclear Common Stock at a specified exercise price and subject to the other terms and conditions that are specified in connection with the award agreement. An option that is not designated by the Plan Committee and/or does not qualify as an “incentive stock option” is a “nonqualified stock option.” Except with respect to substitute awards granted in connection with a corporate transaction, options may not be granted at an exercise price that is less than 100% of the fair market value of a share of New ONE Nuclear Common Stock on the date of grant. If the Plan Committee approves the grant of an option with an exercise price to be determined on a future date, the exercise price may not be less than 100% of the fair market value of the New ONE Nuclear Common Stock on that future date. Under present law, incentive stock options may not be granted at an exercise price less than 110% of the fair market value in the case of stock options granted to participants who hold more than 10% of the total combined voting power of all classes of New ONE Nuclear’s stock or the stock of any parent or any of its subsidiaries. Under the terms of the Plan, options may not be granted for a term in excess of ten years (and, under present law, five years in the case of incentive stock options granted to participants who hold greater than 10% of the total combined voting power of all classes of New ONE Nuclear’s stock or stock of any parent or any of its subsidiaries).

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The Plan permits participants to pay the exercise price of options using one or more of the following manners of payment: (i) in cash, check, cash equivalent and/or New ONE Nuclear Common Stock valued at the fair market value at the time the option is exercised (including, pursuant to procedures approved by the Plan Committee, by means of attestation of ownership of a sufficient number of shares of New ONE Nuclear Common Stock in lieu of actual delivery of such shares to the company); provided that such New ONE Nuclear Common Stock are not subject to any pledge or other security interest and are mature shares; and (ii) by such other method as the Plan Committee may permit in accordance with applicable law, in its sole discretion, on a case by case basis, including without limitation: (A) in other property having a fair market value on the date of exercise equal to the exercise price; (B) if there is a public market for the New ONE Nuclear Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the company is delivered a copy of irrevocable instructions to a stockbroker to sell the New ONE Nuclear Common Stock otherwise deliverable upon the exercise of the option and to deliver promptly to the company an amount equal to the exercise price; or (C) by a “net exercise” method whereby the company withholds from the delivery of the New ONE Nuclear Common Stock for which the option was exercised that number of New ONE Nuclear Common Stock having a fair market value equal to the aggregate exercise price for the New ONE Nuclear Common Stock for which the option was exercised.

Stock Appreciation Rights (“SARs”). A participant who is awarded a SAR receives, upon exercise, a number of shares of New ONE Nuclear Common Stock, or cash (or a combination of shares of New ONE Nuclear Common Stock and cash) determined by reference to appreciation, from and after the date of grant, in the fair market value of a share of New ONE Nuclear Common Stock over the strike price. The Plan provides that the strike price of a SAR may not be less than 100% of the fair market value of a share of New ONE Nuclear Common Stock on the date the SAR is granted (provided, however, that if the Plan Committee approves the grant of a SAR effective as of a future date, the strike price shall not be less than 100% of the fair market value on such future date) and that SARs may not be granted with a term in excess of 10 years.

Limitation on Repricing of Options or SARs. With respect to options and SARs, unless such action is approved by stockholders or otherwise permitted under the terms of the Plan in connection with certain changes in capitalization and reorganization events, New ONE Nuclear may not (i) amend any outstanding option or SAR granted under the Plan to provide an exercise price or strike price per share that is lower than the then-current exercise price or strike price per share of such outstanding option or SAR, (ii) cancel any outstanding option or SAR where the fair market value of the shares of New ONE Nuclear underlying such option or SAR is less than its exercise price or strike price and replace it with a new option or SAR, another award or cash, or (iii) take any other action under the Plan that constitutes a “repricing” within the meaning of the rules of the applicable securities exchange or inter-dealer quotation system on which the shares of New ONE Nuclear’s Common Stock are listed or quoted.

Restricted Stock Awards. A participant who is granted a restricted stock award is entitled to acquire shares of New ONE Nuclear Common Stock, subject to New ONE Nuclear’s right to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) in the event that the conditions specified in the applicable award are not satisfied prior to the end of the applicable restriction period established for such award. Any dividends (whether paid in cash, stock or property) declared and paid by New ONE Nuclear with respect to shares of restricted stock will be paid to the participant only if and when such shares become free from the restrictions on transferability and forfeitability that apply to such shares.

Restricted Stock Unit (“RSU”) Awards. A participant who is granted an RSU award is entitled to receive shares of New ONE Nuclear Common Stock, or cash equal to the fair market value of such shares or a combination thereof, to be delivered at the time the award vests or on a deferred basis pursuant to the terms and conditions established by the Plan Committee. The Plan Committee may provide that the settlement of RSUs will be deferred, on a mandatory basis or at the election of the participant, in a manner that complies with Section 409A of the Code. A participant has no voting rights with respect to any RSU. An RSU award agreement may provide the applicable participant with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of New ONE Nuclear Common Stock. Any such dividend equivalent may be settled in cash and/or shares of New ONE Nuclear Common Stock and will be subject to the same restrictions on transfer and forfeitability as the RSUs with respect to which such dividend equivalents are awarded.

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Stock Bonus Awards. Under the Plan, the Plan Committee may grant other awards of shares of New ONE Nuclear Common Stock, and other awards that are valued in whole or in part by reference to, or are otherwise based on, shares of New ONE Nuclear Common Stock or other property, having such terms and conditions as the Plan Committee may determine. Each stock bonus award is evidenced by an award agreement. These types of awards are referred to in this proxy statement/prospectus as “other stock-based awards.”

Performance-Compensation Awards

The Plan Committee may designate any award as performance-based, in which case the award will vest based on achievement of performance goals. The Plan Committee will select the length of the performance period, the performance criteria that will be used to establish the performance goals, the kinds and/or levels of the performance goals that are to apply, and the performance formula. Such performance criteria may be based on the attainment of specific levels of performance of New ONE Nuclear and/or one or more of its affiliates, divisions, business segments or operational units, or any combination of the foregoing (including as compared to a selected group of comparison or peer companies, or a published or special index or stock market index), and may include, without limitation, net earnings or net income (before or after taxes), basic or diluted earnings per share (before or after taxes), revenue or revenue growth (measured on a net or gross basis), gross profit or gross profit growth, operating profit (before or after taxes), return measures, cash flow (including, but not limited to, operating cash flow, free cash flow, net cash provided by operations and cash flow return on capital), financing and other capital raising transactions (including, but not limited to, sales of the Company’s equity or debt securities), earnings before or after taxes, interest, depreciation and/or amortization, gross or operating margins, productivity ratios, share price, expense targets, margins, productivity and operating efficiencies, customer satisfaction, customer growth, working capital targets, measures of economic value added, inventory control, enterprise value, sales, debt levels and net debt, combined ratio, timely launch of new facilities, client or customer retention, employee retention, timely completion of new product rollouts, cost targets, reductions and savings, productivity and efficiencies, strategic partnerships or transactions, personal targets, goals or completion of projects, and any other goal selected by the Plan Committee, whether or not listed in the Plan. The Plan Committee may accelerate vesting awards based on the achievement of performance goals. Performance criteria that are financial metrics may be determined in accordance with GAAP, but may be adjusted by the Plan Committee to include or exclude items otherwise includable or excludable under GAAP. The Plan Committee may also adjust or modify performance goals for a performance period to appropriately reflect certain extraordinary events.

Unless the Plan Committee specifies otherwise in the award agreement, a participant must be continuously employed or in service through the last day of the performance period to be eligible for payment in respect of a performance compensation award. Unless otherwise determined by the Plan Committee or as set forth in the Award agreement, payment in respect of a performance compensation award will only be made to the extent that the Plan Committee determines after the close of the performance period that the performance goals have been achieved at a level that triggers vesting or payment.

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Eligibility to Receive Awards

Participants in the Plan will consist of individuals employed by New ONE Nuclear or an affiliate, directors of New One Nuclear or an affiliate; an individual consultant or advisor to New ONE Nuclear or an affiliate, or prospective employees, directors, officers, consultants or advisors who have accepted offers of employment or consultancy from New ONE Nuclear or its affiliates, in each case, as selected by the Plan Committee. As of December 23, 2025, and assuming the Closing of the Transaction, approximately no employees, four officers, three directors and five consultants, advisors and other service providers would be eligible for awards if selected by the Plan Committee. Incentive stock options may only be granted to employees of New ONE Nuclear or of a present or future parent or subsidiary corporation as defined in Sections 424(e) or (f) of the Code.

Transferability of Awards

Awards may not be sold, assigned, transferred, pledged or otherwise encumbered by a participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, other than in the case of an incentive stock option, pursuant to a qualified domestic relations order. During the life of the participant, awards are exercisable only by the participant. However, except with respect to awards that are subject to Section 409A of the Code and incentive stock options, the Plan Committee may permit or provide in an award for the gratuitous transfer of the award by the participant to or for the benefit of any immediate family member, family trust or other entity established for the benefit of the participant and/or an immediate family member of the participant if New ONE Nuclear would be eligible to use a Form S-8 under the Securities Act of 1933, as amended for the registration of the sale of the New ONE Nuclear Common Stock subject to such award to the proposed transferee. Further, New ONE Nuclear is not required to recognize any such permitted transfer until such time as the permitted transferee has, as a condition to the transfer, delivered to New ONE Nuclear a written instrument in form and substance satisfactory to New ONE Nuclear confirming that such transferee will be bound by all of the terms and conditions of the award. None of the restrictions described in this paragraph prohibit a transfer from the participant to New ONE Nuclear.

No Rights as a Stockholder; Clawback

No participant or designated beneficiary shall have any rights as a stockholder with respect to any shares of New ONE Nuclear Common Stock to be distributed with respect to an award granted under the Plan until becoming a record holder of such shares, subject to the terms of an award agreement. In accepting an award under the Plan, a participant agrees to be bound by any clawback policy that New ONE Nuclear has in effect or may adopt in the future.

New Plan Benefits

No awards have been previously granted under the Plan as of the date hereof and no awards have been granted under the Plan subject to stockholder approval of the Plan. As the Plan is discretionary, it is not currently possible to determine the amount that may be received by the participants under the Plan at this time.

Administration

The Plan will be administered by a committee of at least three people as the New ONE Nuclear Board may appoint to administer the Plan (the “Plan Committee”) or, if no such Plan Committee has been appointed by the New ONE Nuclear Board or if the New ONE Nuclear Board elects to act as the Plan Committee with respect to any action, the New ONE Nuclear Board. The Plan Committee has the authority to grant awards and to adopt, amend and repeal the administrative rules, guidelines and practices relating to the Plan that it deems advisable and to construe and interpret the provisions of the Plan and any award agreements entered into under the Plan. The Plan Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any award. All actions and decisions by the Plan Committee with respect to the Plan and any awards made under the Plan will be made in the Plan Committee’s discretion and will be final and binding on all persons having or claiming any interest in the Plan or in any award.

Pursuant to the terms of the Plan, the New ONE Nuclear Board and Plan Committee may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the New ONE Nuclear Board. New ONE Nuclear expects that the Plan Committee will administer certain aspects of the Plan.

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Subject to any requirements of applicable law, the Plan Committee may, by resolution, delegate to one or more persons (including officers) or bodies (such persons or bodies, the “Delegated Persons”) the power to grant awards (subject to any limitations under the Plan and applicable law) to eligible service providers of New ONE Nuclear and to exercise such other powers under the Plan as the Plan Committee may determine. No Delegated Person may be authorized to grant awards to anyone subject to Section 16 of the Exchange Act.

Subject to applicable limitations contained in the Plan and applicable law, the New ONE Nuclear Board, the Plan Committee, or any other committee or subcommittee or Delegated Person to whom the Plan Committee has delegated authority pursuant to the Plan, as the case may be, selects the recipients of awards and determines (i) the number of shares of New ONE Nuclear Common Stock, cash or other consideration covered by awards and the terms and conditions of such awards, including the dates upon which such awards become exercisable or otherwise vest, (ii) the exercise or strike price of awards, if any, and (iii) the duration of awards.

Except as otherwise provided in the Plan, each award under the Plan may be made alone or in addition or in relation to any other award. The terms of each award need not be identical, and the Plan Committee need not treat participants uniformly. The Plan Committee will determine the effect on an award of the disability, death, termination or other cessation of employment or service, authorized leave of absence or other change in the employment or other service status of a participant, and the extent to which, and the period during which, the participant (or the participant’s legal representative, conservator, guardian or designated beneficiary) may exercise rights or receive any benefits under an award.

The Plan Committee may at any time provide that any award will become immediately exercisable in whole or in part, free from some or all restrictions or conditions or otherwise realizable in whole or in part, as the case may be.

To the extent permitted by applicable law, New ONE Nuclear will indemnify and hold harmless each director, officer, employee or agent to whom any duty or power relating to the administration or interpretation of the Plan has been or will be delegated against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the New ONE Nuclear Board’s approval) arising out of any act or omission to act concerning the Plan unless arising out of such person’s bad faith, fraud or willful criminal act or omission.

Amendment of Awards. Except as otherwise provided under the Plan with respect to repricing outstanding stock options or SARs and with respect to actions requiring stockholder approval, the Plan Committee may amend, modify or terminate any outstanding award, including but not limited to, substituting for an award another award of the same or a different type, changing the date of exercise or realization, and converting an incentive stock option to a nonqualified stock option, provided that the participant’s consent to any such action will be required unless the Plan Committee determines that the action, taking into account any related action, does not materially and adversely affect the participant’s rights under the Plan or the change is otherwise permitted under the terms of the Plan in connection with certain corporate events.

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Changes in Capital Structure and Similar Events

Stock Split, Stock Dividend and Similar Events. In the event of (a) any dividend (other than ordinary cash dividends) or other distribution (whether in the form of cash, shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation, consolidation, spin-off, split-up, split-off, combination, repurchase or exchange of shares of New ONE Nuclear Common Stock or other securities of New ONE Nuclear, issuance of warrants or other rights to acquire shares of New ONE Nuclear Common Stock or other securities of New ONE Nuclear, or other similar corporate transaction or event (including, without limitation, a “change in control” as defined in the Plan) that affects the shares of New ONE Nuclear Common Stock, or (b) unusual or infrequently occurring events affecting New ONE Nuclear or any of its affiliates, or their financial statements, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, to the extent that an adjustment is determined by the Plan Committee to be necessary or appropriate to prevent the dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Plan Committee shall make any such adjustments in such manner as it may deem equitable, including without limitation any or all of the following: (i) adjusting the number of shares of New ONE Nuclear Common Stock or other securities of New ONE Nuclear (or number and kind of other securities or other property) that may be delivered in respect of awards or with respect to which awards may be granted and the terms of any outstanding award, including, without limitation, the number of shares subject to such award, the exercise price or strike price, or the applicable performance measures; (ii) providing for a substitution or assumption of awards in a manner that substantially preserves the applicable terms of such awards; (iii) accelerating the exercisability or vesting of, lapse of restrictions on, or termination of, awards or providing for a period of time for exercise prior to the occurrence of such event; (iv) modifying the terms of awards to add events, conditions or circumstances (including termination of employment within a specified period after a “change in control”) upon which the exercisability or vesting of or lapse of restrictions thereon will accelerate; (v) deeming any performance measures satisfied at target, maximum or actual performance through closing or such other level determined by the Plan Committee, or providing for the performance measures to continue (as is or as adjusted by the Plan Committee) after closing; (vi) providing that for a period prior to the “change in control” any unvested options or SARs will be vested and exercisable (contingent upon the occurrence of the change in control) and that any options or SARs not exercised prior to the consummation of the change in control will terminate as of the change in control; and (vii) canceling outstanding awards in return for cash, shares of New ONE Nuclear Common Stock, other securities or other property, or any combination thereof, equal to the value of such awards, if any, as determined by the Plan Committee (with any underwater option or SAR canceled and terminated without any payment or consideration therefor); provided, however, that in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718), the Plan Committee shall make an equitable or proportionate adjustment to outstanding awards to reflect such equity restructuring.

Provisions for Foreign Participants

The Plan Committee may establish one or more sub-plans under the Plan to satisfy applicable securities, tax or other laws of various jurisdictions. The Plan Committee will establish such sub-plans by adopting supplements to the Plan containing any limitations on the Plan Committee’s discretion under the Plan and any additional terms and conditions not otherwise inconsistent with the Plan as the Plan Committee deems necessary or desirable. All supplements adopted by the Plan Committee will be deemed to be part of the Plan, but each supplement will only apply to participants within the affected jurisdiction.

Withholding

The participant shall be required to pay to the company or any affiliate, and the company or any affiliate shall have the right and is hereby authorized to deduct and withhold, from any cash, New ONE Nuclear Common Stock, other securities or other property deliverable under any award or from any compensation or other amounts owing to a participant, the amount (in cash, New ONE Nuclear Common Stock, other securities or other property) of any required taxes (up to the maximum statutory rate under applicable law as in effect from time to time as determined by the Plan Committee) and deduction in respect of an award, its grant, vesting or exercise, or any payment or transfer under an Award or under the Plan, and to take such other action as may be necessary in the opinion of the Plan Committee or the company to satisfy all obligations for the payment of such taxes.

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Amendment or Termination

Amendment and Termination of the Plan. The New ONE Nuclear Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided that (i) no amendment to the prohibition on repricing shall be made without stockholder approval and (ii) no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the New ONE Nuclear Common Stock may be listed or quoted); provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any participant or any holder or beneficiary of any award theretofore granted shall not to that extent be effective without the consent of the affected participant, holder or beneficiary.

Amendment of Award Agreements. The Plan Committee may, to the extent consistent with the terms of any applicable award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any award theretofore granted or the associated award agreement, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any participant with respect to any award theretofore granted shall not to that extent be effective without the consent of the affected participant; provided, further, that without stockholder approval, except as otherwise permitted under the Plan, (i) no amendment or modification may reduce the exercise price of any option or the strike price of any SAR, (ii) the Plan Committee may not cancel any outstanding option or SAR where the fair market value of the New ONE Nuclear Common Stock underlying such option or SAR is less than its exercise price or strike price, as applicable, and replace it with a new option or SAR, another award or cash and (iii) the Plan Committee may not take any other action that is considered a “repricing” for purposes of the stockholder approval rules of the applicable securities exchange or inter-dealer quotation system on which the New ONE Nuclear Common Stock is listed or quoted.

Federal Income Tax Consequences

The following is a summary of the United States federal income tax consequences that generally will arise with respect to awards granted under the Plan. This summary is based on the federal tax laws in effect as of the date of this proxy statement/prospectus. In addition, this summary assumes that all awards are exempt from, or comply with, the rules under Section 409A of the Code regarding nonqualified deferred compensation. Changes to these laws could alter the tax consequences described below.

Incentive Stock Options. A participant will not have income upon the grant of an incentive stock option. Also, except as described below, a participant will not have income upon exercise of an incentive stock option if the participant has been employed by New ONE Nuclear or its corporate parent or 50% or majority-owned corporate subsidiary at all times beginning with the option grant date and ending three months before the date the participant exercises the option. If the participant has not been so employed during that time, then the participant will be taxed as described below under “Nonqualified Stock Options.” The exercise of an incentive stock option may subject the participant to the alternative minimum tax.

A participant will have income upon the sale of the stock acquired under an incentive stock option at a profit (if sales proceeds exceed the exercise price). The type of income will depend on when the participant sells the stock. If a participant sells the stock more than two years after the option was granted and more than one year after the option was exercised, then all of the profit will be long-term capital gain. If a participant sells the stock prior to satisfying these waiting periods, then the participant will have engaged in a disqualifying disposition and a portion of the profit will be ordinary income and a portion may be capital gain. This capital gain will be long-term if the participant has held the stock for more than one year and otherwise will be short-term. If a participant sells the stock at a loss (sales proceeds are less than the exercise price), then the loss will be a capital loss. This capital loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Nonqualified Stock Options. A participant will not have income upon the grant of a nonqualified stock option. A participant will have compensation income upon the exercise of a nonqualified stock option equal to the value of the stock on the day the participant exercised the option less the exercise price. Upon sale of the stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the day the option was exercised. This capital gain or loss will be long-term if the participant has held the stock for more than one year and otherwise will be short-term.

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Stock Appreciation Rights. A participant will not have income upon the grant of a SAR. A participant generally will recognize compensation income upon the exercise of a SAR equal to the amount of the cash and the fair market value of any stock received. Upon the sale of the stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the day the SAR was exercised. This capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Restricted Stock Awards. A participant will not have income upon the grant of restricted stock unless an election under Section 83(b) of the Code is made within 30 days of the date of grant. If a timely 83(b) election is made, then a participant will have compensation income equal to the value of the stock as of the date of grant less the purchase price, if any. When the stock is sold, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the date of grant. If the participant does not make an 83(b) election, then when the stock ceases to be subject to a substantial risk of forfeiture the participant will have compensation income equal to the value of the stock on the date on which the substantial risk of forfeiture lapses (the “vesting date”) less the purchase price, if any. When the stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the value of the stock on the vesting date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Restricted Stock Units. A participant will not have income upon the grant of an RSU. A participant is not permitted to make a Section 83(b) election with respect to an RSU award. When the stock (or cash equal to the fair market value of any stock) is delivered with respect to the RSUs (which may be upon vesting or, if deferred, may be at a later date), the participant will have income on the date of delivery in an amount equal to the fair market value of the stock on such date less the purchase price, if any. When stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the value of the stock on the delivery date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Other Stock-Based Awards. The tax consequences associated with any other stock-based award granted under the Plan will vary depending on the specific terms of such award. Among the relevant factors are whether or not the award has a readily ascertainable fair market value, whether or not the award is subject to forfeiture provisions or restrictions on transfer, the nature of the property to be received by the participant under the award, and the participant’s holding period and tax basis for the award or underlying New ONE Nuclear Common Stock.

Tax Consequences to New ONE Nuclear. There will be no tax consequences to New ONE Nuclear except that New ONE Nuclear (or, if applicable, the affiliate employer) will be entitled to a deduction when a participant has compensation income, subject to the limitations of Section 162(m) of the Code.

Vote Required for Approval

The approval of the Incentive Plan Proposal requires the affirmative vote of the holders of a majority of all the issued and outstanding HVII Ordinary Shares entitled to do so, voting in person or by proxy thereon at the HVII Shareholders’ Meeting. While abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established, they will not be counted in connection with the vote on any Proposal.

The Incentive Plan Proposal is conditioned on the approval of each of the other Condition Precedent Proposals. Therefore, if each of the other Condition Precedent Proposals is not approved, the Incentive Plan Proposal will have no effect, even if approved by holders of HVII Ordinary Shares.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, the ONE Nuclear Equity Incentive Plan and any form award agreements thereunder, be approved and adopted in all respects.”

Recommendation of the HVII Board

HVII’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT HVII SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE INCENTIVE PLAN PROPOSAL.

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PROPOSAL NO. 7 — THE DIRECTOR ELECTION PROPOSAL

The Director Election Proposal

Pursuant to the HVII Charter, the HVII Board is currently divided into three classes, Class I, Class II and Class III with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term.

Pursuant to the Business Combination Agreement, at Closing, the New ONE Nuclear board of directors will consist of seven (7) individuals, two (2) of which will be independent directors designated by HVII with the reasonable consent of ONE Nuclear, and the remaining five (5) to be designated by ONE Nuclear. The board of directors of New ONE Nuclear as of immediately following the Effective Time will comply with Nasdaq rules and will be divided into three (3) classes of directors with staggered terms.

Information regarding each nominee is set forth in the section entitled “Board of Directors and Management of New ONE Nuclear following the Business Combination.”

Vote Required for Approval

The Director Election Proposal must be approved by ordinary resolution under the HVII Charter and Cayman Islands law, being a resolution passed at the HVII Shareholders’ Meeting by a simple majority of the holders of the issued and outstanding HVII Ordinary Shares being entitled to do so, voting in person or by proxy thereon at the HVII Shareholders’ Meeting. While abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established, they will not be counted in connection with the vote on any Proposal.

The Director Election Proposal is conditioned on the approval of each of the other Condition Precedent Proposals. Therefore, if each of the other Condition Precedent Proposals is not approved, the Direction Election Proposal will have no effect, even if approved by holders of HVII Ordinary Shares.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the persons named below be elected to serve on the New ONE Nuclear Board upon the Closing of the Business Combination.”

● Richard Taylor;

● Robert Carilli;

● Kevin Dowd;

● [           ]

● [           ]

● [           ]; and

● [           ]

Recommendation of the HVII Board

HVII’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT HVII SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE DIRECTOR ELECTION PROPOSAL.

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PROPOSAL NO. 8 — THE ADJOURNMENT PROPOSAL

The Adjournment Proposal

The Adjournment Proposal, if adopted, will allow the HVII Board to adjourn the HVII Shareholders’ Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to HVII Shareholders (i) to permit further solicitation and vote of proxies if, based upon the tabulated votes at the time of the extraordinary general meeting, there are not sufficient votes to approve one or more proposals presented at the extraordinary general meeting to shareholders for vote, (ii) in order to seek withdrawals from HVII shareholders who have exercised their redemption right, or (iii) as otherwise determined by the Chairman of the extraordinary general meeting, in his sole discretion, to facilitate the Domestication, the Merger or any other transaction contemplated by the Business Combination Agreement or the related agreements.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by HVII Shareholders, the HVII Board may not be able to adjourn the HVII Shareholders’ Meeting to a later date (i) to permit further solicitation and vote of proxies if, based upon the tabulated votes at the time of the extraordinary general meeting, there are not sufficient votes to approve one or more proposals presented at the extraordinary general meeting to shareholders for vote, (ii) in order to seek withdrawals from HVII shareholders who have exercised their redemption right, or (iii) as otherwise determined by the Chairman of the extraordinary general meeting, in his sole discretion, to facilitate the Domestication, the Merger or any other transaction contemplated by the Business Combination Agreement or the related agreements.

Vote Required for Approval

The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of all the issued and outstanding HVII Ordinary Shares entitled to do so, voting in person or by proxy thereon at the HVII Shareholders’ Meeting. While abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established, they will not be counted in connection with the vote on any Proposal.

The Adjournment Proposal is not conditioned upon, or a condition for, the approval of any other Proposal set forth in this proxy statement/prospectus.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates, if necessary or convenient, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the approval of one or more proposals at the extraordinary general meeting, (ii) if HVII determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (iii) to facilitate the Domestication, the Merger or any other Transaction.”

Recommendation of the HVII Board

IF PRESENTED, HVII’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT HVII SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR HOLDERS OF HVII CLASS A ORDINARY SHARES AND NEW ONE NUCLEAR COMMON STOCK

The following discussion is a summary of material U.S. federal income tax considerations generally applicable (a) to U.S. Holders and Non-U.S. Holders (each as defined for purposes of this section below, and together, “Holders”) of HVII Class A Ordinary Shares of the Domestication, (b) to Holders of HVII Class A Ordinary Shares that exercise their Redemption Rights in connection with the Business Combination, and (c) to U.S. Holders and Non-U.S. Holders of the ownership and disposition of share of New ONE Nuclear Common Stock received in connection with the Domestication. This section applies only to Holders that hold their HVII Class A Ordinary Shares and shares of New ONE Nuclear Common Stock as “capital assets” for U.S. federal income tax purposes (generally, property held for investment).

This discussion does not address the U.S. federal income tax consequences (i) to the Sponsor or its affiliates or any other sponsor, officers or directors of HVII, or (ii) to any person holding securities issued by New ONE Nuclear other than shares of New ONE Nuclear Common Stock or any securities issued by New ONE Nuclear pursuant to the PIPE Financing or PIPE Investment. This discussion is limited to U.S. federal income tax considerations and does not address any estate, gift or other U.S. federal non-income tax considerations or considerations arising under the tax laws of any U.S. state, or local or non-U.S. jurisdiction. This discussion does not describe all of the U.S. federal income tax consequences that may be relevant to any particular investor in light of their particular circumstances, including the alternative minimum tax, the Medicare tax on certain investment income and the different consequences that may apply to investors subject to special rules under U.S. federal income tax law, such as:

● banks, financial institutions or financial services entities;

● broker-dealers;

● taxpayers that are subject to the mark-to-market accounting rules with respect to the HVII Class A Ordinary Shares or share or New ONE Nuclear Common Stock;

● tax-exempt entities;

● governments or agencies or instrumentalities thereof;

● insurance companies;

● regulated investment companies or real estate investment trusts;

● partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) or pass-through entities (including S Corporations), or persons that hold or will hold the HVII Class A Ordinary Shares or shares of New ONE Nuclear Common Stock through such partnerships or pass-through entities;

● U.S. expatriates or former long-term residents of the United States;

● except as specifically provided below, persons that actually or constructively own five percent (5%) or more (by vote or value) of the outstanding HVII Class A Ordinary Shares or shares or New ONE Nuclear Common Stock;

● persons that acquired their HVII Class A Ordinary Shares or shares of New ONE Nuclear Common Stock pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;

● persons that hold or will hold their HVII Class A Ordinary Shares or shares of New ONE Nuclear Common Stock as part of a straddle, constructive sale, hedge, wash sale, conversion or other integrated or similar transaction;

● U.S. Holders (as defined below) whose functional currency is not the U.S. dollar; or

● “specified non-U.S. corporations” (including “controlled non-U.S. corporations”), “passive foreign investment companies” or corporations that accumulate earnings to avoid U.S. federal income tax.

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If a partnership (or any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds HVII Class A Ordinary Shares or shares of New ONE Nuclear Common Stock, the tax treatment of such partnership and a person treated as a partner of such partnership will generally depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Partnerships holding any HVII Class A Ordinary Shares or shares of New ONE Nuclear Common Stock and persons that are treated as partners of such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences to them of the Domestication, the Merger, the exercise of Redemption Rights with respect to HVII Class A Ordinary Shares, and the ownership and disposition of shares of New ONE Nuclear Common Stock.

This discussion is based on the Code, Treasury Regulations promulgated thereunder, and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax considerations described herein. HVII has not sought, and does not intend to seek, any rulings from the IRS as to any U.S. federal income tax considerations described herein. Accordingly, there can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would not be sustained by a court.

THIS DISCUSSION IS ONLY A SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE DOMESTICATION, THE EXERCISE OF REDEMPTION RIGHTS WITH RESPECT TO HVII CLASS A ORDINARY SHARES, AND THE OWNERSHIP AND DISPOSITION OF SHARES OF NEW ONE NUCLEAR COMMON STOCK. EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE DOMESTICATION, THE EXERCISE OF REDEMPTION RIGHTS WITH RESPECT TO HVII CLASS A ORDINARY SHARES, AND THE OWNERSHIP AND DISPOSITION OF SHARES OF NEW ONE NUCLEAR COMMON STOCK, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.

I. Tax Treatment of the Domestication

The U.S. federal income tax consequences to the Holders of the Domestication will depend primarily upon whether the Domestication qualifies as a “reorganization” within the meaning of Section 368 of the Code. Because the Domestication will occur after the Redemption, U.S. Holders exercising Redemption Rights generally should not be subject to the tax consequences of the Domestication with respect to any HVII Class A Ordinary Shares redeemed in the Redemption.

Under Section 368(a)(1)(F) of the Code, an F Reorganization is a “mere change in identity, form, or place of organization of one corporation, however effected”. Pursuant to the Domestication, HVII will change its jurisdiction of incorporation from the Cayman Islands to Delaware, and, in connection with the Closing, will be renamed “New ONE Nuclear.”

HVII and New ONE Nuclear intend that the Domestication qualify as an F Reorganization for U.S. federal income tax purposes. Based upon customary assumptions, representations and covenants, it is the opinion of Sidley Austin LLP that the Domestication should qualify as a reorganization under Section 368(a)(1)(F) of the Code. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to an entity that holds only investment-type assets such as HVII, whether the Domestication qualifies as an F Reorganization is not entirely clear. Accordingly, due to the absence of such guidance, it is not possible to predict whether the IRS or a court considering the issue would take a contrary position. If any of the facts, assumptions, representations or covenants are incorrect, incomplete or inaccurate or are violated, the accuracy of the opinion may be affected or if the IRS were to successful challenge the F Reorganization status of the Domestication, the U.S. federal income tax consequences of the Domestication could differ from those described herein. Except to the extent otherwise discussed herein, the remainder of this discussion assumes the Domestication qualifies as an F Reorganization..

The material tax consequences of the Domestication for U.S. Holders and Non-U.S. Holders are further discussed below. All Holders are urged to consult with their tax advisors with respect to the potential tax consequences to them of the Domestication.

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II. U.S. Holders

As used in this section, a “U.S. Holder” is a beneficial owner of an HVII’s Class A Ordinary Share or a share of New ONE Nuclear Common Stock, as applicable, who or that is for U.S. federal income tax purposes:

● an individual who is a citizen or resident of the United States;

● a corporation that is created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

● an estate whose income is subject to U.S. federal income tax regardless of its source; or

● a trust if (1) a U.S. court can exercise primary supervision over the administration of such trust and one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a United States person.

A. Tax Consequences of the Domestication to U.S. Holders

1. Generally

Assuming the Domestication qualifies as an F Reorganization, U.S. Holders of HVII Class A Ordinary Shares generally are not expected to recognize gain or loss for U.S. federal income tax purposes in connection with the Domestication, except as provided below under the sections entitled “— 3. Effects of Section 367 to U.S. Holders of HVII Class A Ordinary Shares” and “— 4. PFIC Considerations”.

Subject to the discussion below under the section entitled “— 4. PFIC Considerations”, if the Domestication fails to qualify as an F Reorganization, a U.S. Holder of HVII Class A Ordinary Shares generally would recognize gain or loss with respect to its HVII Class A Ordinary Shares in an amount equal to the difference, if any, between the fair market value of the corresponding shares of New ONE Nuclear Common Stock received in the Domestication and the U.S. Holder’s adjusted tax basis in its HVII Class A Ordinary Shares surrendered.

2. Basis and Holding Period Considerations

Assuming the Domestication qualifies as an F Reorganization, subject to the discussion below under the section entitled “— 4. PFIC Considerations”: (a) the tax basis of a share of New ONE Nuclear Common Stock received by a U.S. Holder in the Domestication will equal the U.S. Holder’s tax basis in the HVII Class A Ordinary Share surrendered in exchange therefor, increased by any amount included in the income of such U.S. Holder as a result of Section 367 of the Code (as discussed below) and (b) the holding period for a share of New ONE Nuclear Common Stock received by a U.S. Holder will include such U.S. Holder’s holding period for the HVII Class A Ordinary Share surrendered in exchange therefor.

If the Domestication fails to qualify as an F Reorganization, the U.S. Holder’s basis in the shares of New ONE Nuclear Common Stock be equal to the fair market value of such shares of New ONE Nuclear Common Stock on the date of the Domestication, and such U.S. Holder’s holding period for such shares of New ONE Nuclear Common Stock would begin on the day following the date of the Domestication. Holders who hold different blocks of HVII Class A Ordinary Shares (generally, HVII Class A Ordinary Shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them, and the discussion above does not specifically address all of the consequences to U.S. Holders who hold different blocks of HVII Class A Ordinary Shares

3. Effects of Section 367 to U.S. Holders of HVII Class A Ordinary Shares

Section 367 of the Code applies to certain transactions involving non-U.S. corporations, including a domestication of a non-U.S. corporation in a transaction that qualifies as an F Reorganization. Subject to the discussion below under the section entitled “— 4. PFIC Considerations”, Section 367 of the Code imposes U.S. federal income tax on certain U.S. persons in connection with transactions that would otherwise be tax-deferred. The following discussion assumes the Domestication will qualify as an F Reorganization, and as such, Section 367(b) of the Code will generally apply to U.S. Holders on the date of the Domestication.

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U.S. Holders Who Own 10 Percent or More of HVII

Subject to the discussion below under the section entitled “— 4. PFIC Considerations”, a U.S. Holder who on the date of the Domestication that actually or constructively owns 10% or more of the total combined voting power of all classes of HVII stock entitled to vote or 10% or more of the total value of all classes of HVII stock (a “10% U.S. Shareholder”) must include in income as a deemed dividend deemed paid by HVII the “all earnings and profits amount” attributable to the HVII Class A Ordinary Shares it directly owns within the meaning of Treasury Regulations under Section 367 of the Code. Complex attribution rules apply in determining whether a U.S. Holder is a 10% U.S. Shareholder and all U.S. Holders are urged to consult their tax advisors with respect to these attribution rules.

A 10% U.S. Shareholder’s “all earnings and profits amount” with respect to its HVII Class A Ordinary Shares is the net positive earnings and profits of HVII (as determined under Treasury Regulations under Section 367 of the Code) attributable to such HVII Class A Ordinary Shares (as determined under Treasury Regulations under Section 367 of the Code) but without regard to any gain that would be realized on a sale or exchange of such HVII Class A Ordinary Shares. Treasury Regulations under Section 367 of the Code provide that the “all earnings and profits amount” attributable to a shareholder’s stock generally is determined according to the principles of Section 1248 of the Code. In general, Section 1248 of the Code and the Treasury Regulations thereunder provide that the amount of earnings and profits attributable to a block of stock (as defined in Treasury Regulations under Section 1248 of the Code) in a non-U.S. corporation is the ratably allocated portion of the non-U.S. corporation’s earnings and profits generated during the period the shareholder held the block of stock.

Accordingly, under Treasury Regulations Section 1.367(b)-3(b)(3), a 10% U.S. Shareholder should be required to include in income as a deemed dividend the “all earnings and profits amount” (as defined in Treasury Regulations Section 1.367(b)-2(d)) with respect to its HVII shares. If HVII’s cumulative earnings and profits through the date of the Domestication are not greater than zero, then a U.S. Holder should not be required to include in gross income an “all earnings and profits amount” with respect to its HVII shares. However, if HVII’s earnings and profits are greater than zero through the date of the Domestication, depending upon the period in which a U.S. Holder held its HVII shares, such U.S. Holder could be required to include its earnings and profits amount in income as a deemed dividend under Treasury Regulations Section 1.367(b)-3(b)(3) as a result of the Domestication. The determination of HVII’s earnings and profits is complex and may be impacted by numerous factors.

U.S. Holders Who Own Less Than 10% of HVII

Subject to the discussion below under the section entitled “— 4. PFIC Considerations”, a U.S. Holder who, on the date of the Domestication, is not a 10% U.S. Shareholder and whose HVII Class A Ordinary Shares have a fair market value of $50,000 or more on the date of the Domestication will recognize gain (but not loss) with respect to its HVII Class A Ordinary Shares in the Domestication or, in the alternative, may elect to recognize the “all earnings and profits” amount attributable to such U.S. Holder’s HVII Class A Ordinary Shares as described below.

Subject to the discussion below under the section entitled “— 4. PFIC Considerations”, unless a U.S. Holder makes the “all earnings and profits election” as described below, such U.S. Holder generally must recognize gain (but not loss) with respect to shares of New ONE Nuclear Common Stock received in the Domestication in an amount equal to the excess of the fair market value of such shares of New ONE Nuclear Common Stock over the U.S. Holder’s adjusted tax basis in the HVII Class A Ordinary Shares deemed surrendered in exchange therefor. U.S. Holders who hold different blocks of HVII Class A Ordinary Shares (generally, HVII Class A Ordinary Shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

In lieu of recognizing any gain as described in the preceding paragraph, a U.S. Holder may elect to include in income as a deemed dividend deemed paid by HVII the “all earnings and profits amount” attributable to its HVII Class A Ordinary Shares under Section 367(b) of the Code. There are, however, strict conditions for making this election. This election must comply with applicable Treasury Regulations and generally must include, among other things:

(i) a statement that the Domestication is a Section 367(b) exchange (within the meaning of the applicable Treasury Regulations);

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(ii)	a complete description of the Domestication;
(iii)	a description of any stock, securities or other consideration transferred or received in the Domestication;
(iv)	a statement describing the amounts required to be taken into account for U.S. federal income tax purposes;
(v)	a statement that the U.S. Holder is making the election that includes (A) a copy of the information that the U.S. Holder received from HVII (or New ONE Nuclear) establishing and substantiating the U.S. Holder’s “all earnings and profits amount” with respect to the U.S. Holder’s HVII Class A Ordinary Shares and (B) a representation that the U.S. Holder has notified HVII (or New ONE Nuclear) that the U.S. Holder is making the election; and
(vi)	certain other information required to be furnished with the U.S. Holder’s tax return or otherwise furnished pursuant to the Code or the Treasury Regulations.

In addition, the election must be attached by an electing U.S. Holder to such U.S. Holder’s timely filed U.S. federal income tax return for the year of the Domestication, and the U.S. Holder must send notice of making the election to New ONE Nuclear no later than the date such tax return is filed. In connection with this election, New ONE Nuclear intends to provide each U.S. Holder eligible to make such an election with information regarding HVII’s earnings and profits upon written request.

If HVII’s cumulative earnings and profits are not greater than zero through the date of the Domestication, a U.S. Holder who makes this election should generally not have an income inclusion under Section 367(b) of the Code provided the U.S. Holder properly executes the election and complies with the applicable notice requirements. If HVII had positive earnings and profits through the date of the Domestication, a U.S. Holder that makes the election described herein could have an “all earnings and profits amount” with respect to its HVII Ordinary Shares, and thus could be required to include that amount in income as a deemed dividend as a result of the Domestication.

Each U.S. Holder is urged to consult its tax advisor regarding the consequences to it of making an election to include in income the “all earnings and profits amount” attributable to its HVII Class A ordinary shares under Section 367(b) of the Code and the appropriate filing requirements with respect to such an election.

U.S. Holders that Own HVII Shares with a Fair Market Value of Less Than $50,000

A U.S. Holder who, on the date of the Domestication, is not a 10% U.S. Shareholder and whose HVII Class A Ordinary Shares have a fair market value of less than $50,000 generally should not be required to recognize any gain or loss or include any part of the “all earnings and profits amount” in income under Section 367(b) of the Code in connection with the Domestication. However, such U.S. Holder may be subject to taxation under the PFIC rules as discussed below under the section entitled “— 4. PFIC Considerations”.

ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE TIMING, THE APPLICABILITY AND THE CONSEQUENCES OF SECTION 367(b) OF THE CODE TO THEIR PARTICULAR CIRCUMSTANCES.

4. PFIC Considerations

In addition to the discussion above under the section entitled “— 3. Effects of Section 367 to U.S. Holders of HVII Class A Ordinary Shares”), the Domestication could be a taxable event to U.S. Holders under the PFIC provisions of the Code if HVII is considered a PFIC.

Definition of a PFIC

A non-U.S. corporation will be classified as a PFIC for U.S. federal income tax purposes for any taxable year if either (a) at least seventy five percent (75%) of its gross income, including its pro rata share of the gross income of any corporation in which it is considered to own at least twenty five percent (25%) of the shares by value, is passive income or (b) at least fifty percent (50%) of its assets during the taxable year (ordinarily determined based on fair market value of the assets determined at the end of each quarterly period), including its pro rata share of the assets of any corporation in which it is considered to own at least twenty five percent (25%) of the shares by value, are “passive assets”, which generally means that they are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business received from unrelated persons) and gains from the disposition of passive assets. For purposes of these rules, which may apply to HVII prior to the Domestication, interest income earned by HVII would be considered passive income and cash held by HVII would generally be considered a passive asset. The determination of whether a non-U.S. corporation is a PFIC is made annually.

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PFIC Status of HVII

Because HVII is a blank check company with no current active business prior to the Business Combination, and based upon the composition of its income and assets, and upon a review of its financial statements, HVII believes that it likely was a PFIC for its most recent taxable year and likely a PFIC for its current taxable year which will end as a result of the Domestication. The determination of whether HVII is a PFIC for the previous taxable year depends (in part) on the application of a start-up exception, the application of which is unclear in certain respects.

Effects of PFIC Rules on the Domestication

Even if the Domestication qualifies as an F Reorganization, Section 1291(f) of the Code requires that, to the extent provided in Treasury Regulations, a U.S. person who disposes of stock of a PFIC recognizes gain notwithstanding any other provision of the Code. No final Treasury Regulations are currently in effect under Section 1291(f) of the Code. However, proposed Treasury Regulations under Section 1291(f) of the Code have been promulgated with a retroactive effective date. If finalized in their current form, those proposed Treasury Regulations would require gain recognition to U.S. Holders of HVII Class A Ordinary Shares as a result of the Domestication if:

(i)	HVII were classified as a PFIC at any time during such U.S. Holder’s holding period in such HVII Class A Ordinary Shares; and
(ii)	the U.S. Holder had not timely made (a) a QEF Election (as defined below) for the first taxable year in which the U.S. Holder owned such HVII Class A Ordinary Shares or in which HVII was a PFIC, whichever is later (or a QEF Election along with a purging election), or (b) an MTM Election (as defined below) with respect to such HVII Class A Ordinary Shares.

The tax on any such recognized gain would be imposed based on a complex set of computational rules designed to offset the tax deferral with respect to the undistributed earnings of HVII. Under these rules (the “Excess Distributions Regime”):

● the U.S. Holder’s gain will be allocated ratably over the U.S. Holder’s holding period for such U.S. Holder’s HVII Class A Ordinary Shares;

● the amount of gain allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain, or to the period in the U.S. Holder’s holding period before the first day of the first taxable year in which HVII was a PFIC, will be taxed as ordinary income;

● the amount of gain allocated to each other taxable year (or portion thereof) of the U.S. Holder and included in such U.S. Holder’s holding period would be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and

● an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder in respect of the tax attributable to each such other taxable year or portion thereof (described in the third bullet above) of such U.S. Holder.

In addition, the proposed Treasury Regulations provide coordinating rules with Section 367(b) of the Code, whereby, if the gain recognition rule of the proposed Treasury Regulations under Section 1291(f) of the Code applies applied to a disposition of PFIC stock that results from a transfer with respect to which Section 367(b) of the Code requires the U.S. Holder to recognize gain or include an amount in income as a deemed dividend deemed paid by HVII, the gain realized on the transfer is taxable as an excess distribution under the excess distribution regime, and the excess, if any, of the amount to be included in income under Section 367(b) of the Code over the gain realized under Section 1291 of the Code is taxable as provided under Section 367(b) of the Code. See the discussion above under the section entitled “— 3. Effects of Section 367 to U.S. Holders of HVII Class A Ordinary Shares”.

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It is difficult to predict whether, in what form and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted or how any such final Treasury Regulations would apply. Therefore, U.S. Holders of HVII Class A Ordinary Shares that have not made a timely and effective QEF Election (or a QEF Election along with a purging election) or an MTM Election (each as defined below) may, pursuant to the proposed Treasury Regulations, be subject to taxation under the PFIC rules on the Domestication with respect to their HVII Class A Ordinary Shares under the excess distribution regime in the manner set forth above. A U.S. Holder that made a timely and effective QEF Election (or a QEF Election along with a purging election) or an MTM Election with respect to its HVII Class A Ordinary Shares is referred to herein as an “Electing Shareholder” and a U.S. Holder that is not an Electing Shareholder is referred to herein as a “Non-Electing Shareholder”.

Any gain recognized by a Non-Electing Shareholder of HVII Class A Ordinary Shares as a result of the Domestication pursuant to PFIC rules would be taxable income to such U.S. Holder and taxed under the excess distribution regime in the manner set forth above, with no corresponding receipt of cash.

As noted above, if HVII is considered a PFIC, the Domestication could be a taxable event under the PFIC rules regardless of whether the Domestication qualifies as an F Reorganization, and, absent a QEF Election (or a QEF Election along with a purging election) or an MTM Election, a U.S. Holder would be taxed under the excess distribution regime in the manner set forth above.

ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE EFFECTS OF THE PFIC RULES ON THE DOMESTICATION, INCLUDING THE IMPACT OF ANY PROPOSED OR FINAL TREASURY REGULATIONS.

QEF Election and Mark-to-Market Election

The impact of the PFIC rules on a U.S. Holder of HVII Class A Ordinary Shares will depend on whether the U.S. Holder has made a timely and effective election to treat HVII as a “qualified electing fund” under Section 1295 of the Code for the taxable year that is the first year in the U.S. Holder’s holding period of HVII Class A Ordinary Shares during which HVII qualified as a PFIC (a “QEF Election”) or, if in a later taxable year, the U.S. Holder made a QEF Election along with a purging election. One type of purging election creates a deemed sale of the U.S. Holder’s HVII Class A Ordinary Shares at their then fair market value and requires the U.S. Holder to recognize gain pursuant to such purging election subject to the excess distribution regime described above. As a result of any such purging election, the U.S. Holder would increase the adjusted tax basis in its HVII Class A Ordinary Shares by the amount of the gain recognized and, solely for purposes of the PFIC rules, would have a new holding period in its HVII Class A Ordinary Shares. U.S. Holders are urged to consult their tax advisors as to the application of the rules governing purging elections to their particular circumstances.

A U.S. Holder’s ability to make a timely and effective QEF Election (or a QEF Election along with a purging election) with respect to its HVII Class A Ordinary Shares is contingent upon, among other things, the provision by HVII of a “PFIC Annual Information Statement” to such U.S. Holder. If HVII determines that HVII is a PFIC for any taxable year, upon written request, HVII will endeavor to provide to a U.S. Holder such information as the IRS may require, including a PFIC Annual Information Statement, in order to enable the U.S. Holder to make and maintain a QEF election, but there is no assurance that HVII will timely provide such required information. An Electing Shareholder generally would not be subject to the excess distribution regime discussed above with respect to their HVII Class A Ordinary Shares. As a result, an Electing Shareholder generally is not expected to recognize gain or loss as a result of the Domestication except to the extent described under “— 3. Effects of Section 367 to U.S. Holders of HVII Class A Ordinary Shares”, and subject to the discussion above under “— A. Tax Consequences of the Domestication to U.S. Holders”, but rather would include annually in gross income its pro rata share of the ordinary earnings and net capital gain of HVII, whether or not such amounts are actually distributed.

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The impact of the PFIC rules on a U.S. Holder of HVII Class A Ordinary Shares may also depend on whether the U.S. Holder has made a mark-to-market election under Section 1296 of the Code (an “MTM Election”). U.S. Holders who hold (actually or constructively) stock of a non-U.S. corporation that is classified as a PFIC may elect to mark such stock to its market value each taxable year if such stock is “marketable stock”, generally, stock that is regularly traded on a national securities exchange that is registered with the SEC, including Nasdaq. No assurance can be given that HVII Class A Ordinary Shares are considered to be marketable stock for purposes of the MTM Election for any taxable year or whether the other requirements of this election are satisfied. If such an election is available and has been made, such Electing Shareholder generally would not be subject to the Excess Distributions Regime with respect to their HVII Class A Ordinary Shares in connection with the Domestication. Instead, in general, such Electing Shareholder will include as ordinary income each year the excess, if any, of the fair market value of its HVII Class A Ordinary Shares at the end of its taxable year over its adjusted tax basis in its HVII Class A Ordinary Shares. The Electing Shareholder also will recognize an ordinary loss in respect of the excess, if any, of its adjusted tax basis in its HVII Class A Ordinary Shares over the fair market value of its HVII Class A Ordinary Shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the MTM Election). The Electing Shareholder’s tax basis in its HVII Class A Ordinary Shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its HVII Class A Ordinary Shares will be treated as ordinary income. However, if the MTM Election is not made by a U.S. Holder with respect to the first taxable year of its holding period for the HVII Class A Ordinary Shares in which HVII is a PFIC, then the excess distribution regime discussed above will apply to certain dispositions of, distributions on and other amounts taxable with respect to, HVII Class A Ordinary Shares, including in connection with the Domestication.

THE RULES DEALING WITH PFICS ARE VERY COMPLEX AND ARE IMPACTED BY VARIOUS FACTORS IN ADDITION TO THOSE DESCRIBED ABOVE, INCLUDING THE APPLICATION OF THE RULES ADDRESSING OVERLAPS IN THE PFIC RULES AND THE SECTION 367(b) RULES AND THE RULES RELATING TO CONTROLLED NON-U.S. CORPORATIONS. ALL U.S. HOLDERS OF HVII CLASS A ORDINARY SHARES ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE CONSEQUENCES TO THEM OF THE PFIC RULES, INCLUDING, WITHOUT LIMITATION, WHETHER A QEF ELECTION (OR A QEF ELECTION ALONG WITH A PURGING ELECTION), AN MTM ELECTION OR ANY OTHER ELECTION IS AVAILABLE AND WHETHER AND HOW ANY OVERLAP RULES APPLY, AND THE CONSEQUENCES TO THEM OF ANY SUCH ELECTION OR OVERLAP RULE AND THE IMPACT OF ANY PROPOSED OR FINAL PFIC TREASURY REGULATIONS.

B. Tax Consequences to U.S. Holders of HVII Class A Ordinary Shares Exercising Redemption Rights

1. Generally

The U.S. federal income tax consequences to a U.S. Holder of HVII Class A Ordinary Shares that exercises its Redemption Rights with respect to its HVII Class A Ordinary Shares will depend on whether the Redemption qualifies as a sale of shares under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. If the Redemption qualifies as a sale of shares by a U.S. Holder, the tax consequences to such U.S. Holder are as described below under the section entitled “C. Tax Consequences of Ownership and Disposition of New ONE Nuclear Common Stock — 2. Sale, Taxable Exchange or Other Taxable Disposition of New ONE Nuclear Common Stock”. If the Redemption does not qualify as a sale of shares, a U.S. Holder will be treated as receiving a corporate distribution with the tax consequences to such U.S. Holder as described below under the section entitled “C. Tax Consequences of Ownership and Disposition of New ONE Nuclear Common Stock — 1. Taxation of Distributions” .

Whether a Redemption of shares qualifies for sale treatment will depend largely on the total number of shares of HVII treated as held by the redeemed U.S. Holder before and after the Redemption relative to all of the stock of HVII outstanding both before and after the Redemption. The Redemption generally will be treated as a sale of shares (rather than as a corporate distribution) if the Redemption (1) is “substantially disproportionate” with respect to the U.S. Holder, (2) results in a “complete termination” of the U.S. Holder’s interest in HVII or (3) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests result in a Redemption qualifying for sale treatment, a U.S. Holder takes into account not only shares actually owned by the U.S. Holder, but also shares that are constructively owned by it under certain attribution rules set forth in the Code. A U.S. Holder may constructively own, in addition to shares owned directly, shares owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder. Moreover, any shares that a U.S. Holder directly or constructively acquires pursuant to the Business Combination generally should be included in determining the U.S. federal income tax treatment of the Redemption.

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In order to meet the substantially disproportionate test, the percentage of HVII’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the Redemption of shares must, among other requirements, be less than eighty percent (80%) of the percentage of HVII’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the Redemption (taking into account redemptions by other holders and possibly the shares of New ONE Nuclear stock to be issued pursuant to the Business Combination). There will be a complete termination of a U.S. Holder’s interest HVII if either (1) all of the shares actually and constructively owned by the U.S. Holder are redeemed or (2) all of the shares actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other shares. The Redemption will not be essentially equivalent to a dividend if the Redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in HVII. Whether the Redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in HVII will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation where such stockholder exercises no control over corporate affairs may constitute such a “meaningful reduction”.

If none of the foregoing tests are satisfied, then the redemption of shares will be treated as a distribution with respect to the shares, the U.S. federal income tax consequences of which are described below under will be as described below under the section entitled “— 2. Taxation of Redemption Treated as a Distribution”. After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed shares will be added to the U.S. Holder’s adjusted tax basis in its remaining HVII Ordinary Shares.

U.S. Holders who hold different blocks of shares (including as a result of holding different blocks of HVII Class A Ordinary Shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION OF THEIR HVII ORDINARY SHARES PURSUANT TO AN EXERCISE OF REDEMPTION RIGHTS.

C. Tax Consequences of Ownership and Disposition of Shares of New ONE Nuclear Common Stock

1. Taxation of Distributions

In general, distributions of cash or other property to U.S. Holders of shares of New ONE Nuclear Common Stock (other than certain distributions of shares of New ONE Nuclear stock or rights to acquire shares of New ONE Nuclear stock) generally will constitute dividends for U.S. federal income tax purposes to the extent paid from New ONE Nuclear’ s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its shares of New ONE Nuclear Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the shares of New ONE Nuclear Common Stock and will be treated as described below under the section entitled “— 2. Sale, Taxable Exchange or Other Taxable Disposition of Shares of New ONE Nuclear Common Stock”.

Dividends paid to a U.S. Holder that is treated as a taxable corporation for U.S. federal income tax purposes generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends paid to a non-corporate U.S. Holder may constitute “qualified dividend income” that will be subject to tax at reduced rates accorded to long-term capital gains.

2. Sale, Taxable Exchange or Other Taxable Disposition of Shares of New ONE Nuclear Common Stock

Upon a sale or other taxable disposition of shares of New ONE Nuclear Common Stock, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in the shares of New ONE Nuclear Common Stock. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the shares of New ONE Nuclear Common Stock so disposed of exceeds one (1) year. Long-term capital gains recognized by non-corporate U.S. Holders may be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

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Generally, the amount of gain or loss recognized by a U.S. Holder is an amount equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. Holder’s adjusted tax basis in its shares of New ONE Nuclear Common Stock so disposed of. See the section entitled “— A. Tax Consequences of the Domestication to U.S. Holders” above for a discussion of a U.S. Holder’s adjusted tax basis in its shares of New ONE Nuclear Common Stock following the Domestication.

D. Information Reporting and Backup Withholding

Payments of distributions on and the proceeds from a sale or other disposition of shares of New ONE Nuclear Common Stock will be subject to information reporting to the IRS and U.S. backup withholding on such payments may be possible. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability, and the U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

III. Non-U.S. Holders

As used in this section, a “Non-U.S. Holder” is a beneficial owner (other than a partnership or entity treated as a partnership for U.S. federal income tax purposes) of an HVII’s Class A ordinary shares or shares of New ONE Nuclear Common Stock, as applicable, who is not a U.S. Holder.

A. Tax Consequences of the Domestication to Non-U.S. Holders

The Domestication is not expected to result in any U.S. federal income tax consequences to a Non-U.S. Holder of HVII Class A Ordinary Shares unless the Domestication fails to qualify as an F Reorganization and such Non-U.S. Holder holds its HVII Class A Ordinary Shares in connection with the conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such Non-U.S. Holder maintains in the United States). Non-U.S. Holders will own stock of a U.S. corporation, i.e., New ONE Nuclear, rather than a non-U.S. corporation, i.e., HVII, after the Domestication.

Although the redemptions of Non-U.S. Holders that exercise Redemption Rights with respect to HVII Class A Ordinary Shares will occur prior to the Domestication, it is possible that the IRS could assert that for U.S. federal income tax purposes such redemptions should be treated as occurring after the Domestication. If such Redemptions are treated for U.S. federal income tax purposes as occurring after the Domestication, Non-U.S. Holders exercising Redemption Rights would be subject to the potential tax consequences of the Domestication. Non-U.S. Holders should consult their tax advisors regarding the possibility that the Redemptions are treated for U.S. federal income tax purposes as occurring after the Domestication despite the Redemptions occurring in form prior to the Domestication, including the U.S. federal income tax considerations to them of such treatment.

B. Tax Consequences to Non-U.S. Holders of Exercising Redemption Rights

The U.S. federal income tax consequences to a Non-U.S. Holder of HVII Class A Ordinary Shares that exercises its Redemption Rights will depend on whether the Redemption qualifies as a sale of shares redeemed, as described above under “II. U.S. Holders — B. Tax Consequences to U.S. Holders of Exercising Redemption Rights — 1. Generally”. Regardless of whether it is treated as a sale of HVII Class A Ordinary Shares or as a corporate distribution on the HVII Class A Ordinary Shares for U.S. federal income tax purposes, the Redemption is not expected to result in any U.S. federal income tax consequences to the Non-U.S. Holder unless such Non-U.S. Holder holds such HVII Class A Ordinary Shares in connection with the conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such Non-U.S. Holder maintains in the United States).

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C. Tax Consequences of Ownership and Disposition of Shares of New ONE Nuclear Common Stock

1. Taxation of Distributions

In general, any distributions made to a Non-U.S. Holder of shares of New ONE Nuclear Common Stock, to the extent paid out of New ONE Nuclear’ s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, New ONE Nuclear will be required to withhold tax from the gross amount of the dividend at a rate of thirty percent (30%), unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (on an IRS Form W-8BEN or W-8BEN-E, or another IRS Form W-8, as applicable). Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of New ONE Nuclear Common Stock and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the New ONE Nuclear Common Stock, which will be treated as described below under the section entitled “— 2. Sale, Taxable Exchange or Other Taxable Disposition of Shares of New ONE Nuclear Common Stock”. In addition, if New ONE Nuclear determines that it is likely to be classified as a “United States real property holding corporation”, the applicable withholding agent may withhold fifteen (15%) of any distribution that exceeds New ONE Nuclear’ s current and accumulated earnings and profits. See the section entitled “— 2. Sale, Taxable Exchange or Other Taxable Disposition of Shares of New ONE Nuclear Common Stock” below.

Dividends paid by New ONE Nuclear to a non-U.S. Holder that are effectively connected with such non-U.S. Holder’s conduct of a trade or business within the United States (and if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. Holder) will generally not be subject to U.S. withholding tax, provided such non-U.S. Holder complies with certain certification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, such dividends will generally be subject to U.S. federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders.

A Non-U.S. Holder that is treated as a non-U.S. corporation for U.S. federal income tax purposes receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of thirty percent (30%) (or a lower applicable treaty rate).

2. Sale, Taxable Exchange or Other Taxable Disposition of Shares of New ONE Nuclear Common Stock

A Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax in respect of gain recognized on a sale, taxable exchange or other taxable disposition of its shares of New ONE Nuclear Common Stock, unless:

● the gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such Non-U.S. Holder maintains in the United States);

● such Non-U.S. Holder is an individual who was present in the United States for one hundred eighty-three (183) days or more in the taxable year of such disposition (as such days are calculated pursuant to Section 7701(b)(3) of the Code) and certain other requirements are met; or

● New ONE Nuclear is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. Holder held shares of New ONE Nuclear Common Stock and, in the case where shares of New ONE Nuclear Common Stock are regularly traded on an established securities market, the Non-U.S. Holder has owned, directly or constructively, more than 5% of the outstanding shares of New ONE Nuclear Common Stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. Holder’s holding period for the shares of New ONE Nuclear Common Stock. There can be no assurance that shares of New ONE Nuclear Common Stock will be treated as regularly traded on an established securities market for this purpose.

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Unless an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates as if the Non-U.S. Holder were a U.S. resident. Any gains described in the first bullet point above of a Non-U.S. Holder that is treated as a non-U.S. corporation for U.S. federal income tax purposes may also be subject to an additional “branch profits tax” imposed at a thirty percent (30%) rate (or a lower applicable income tax treaty rate).

If the second bullet point applies to a Non-U.S. Holder, such Non-U.S. Holder generally will be subject to U.S. tax on such Non-U.S. Holder’s net capital gain for such year (including any gain realized in connection with the Redemption) at a tax rate of thirty percent (30%) (or a lower applicable tax treaty rate).

If the third bullet point above applies to a Non-U.S. Holder, gain recognized by such holder will be subject to tax at generally applicable U.S. federal income tax rates. In addition, New ONE Nuclear may be required to withhold U.S. federal income tax at a rate of fifteen percent (15%) of the amount realized upon such disposition or redemption. New ONE Nuclear is not expected to be a United States real property holding corporation immediately after the Domestication or immediately after the Business Combination is completed. However, such determination is factual in nature and subject to change. Accordingly, no assurance can be provided as to whether New ONE Nuclear would be treated as a United States real property holding corporation in any taxable year.

Non-U.S. Holders should consult their tax advisors regarding the U.S. federal income tax consequences to them in respect of any loss recognized on a sale, taxable exchange or other taxable disposition of its New ONE Nuclear Common Stock.

D. Information Reporting and Backup Withholding

Information returns will be filed with the IRS in connection with payments of distributions and the proceeds from a sale or other disposition of New ONE Nuclear Common Stock. A Non-U.S. Holder may have to comply with certification procedures to establish that it is not a U.S. person in order to avoid U.S. information reporting and backup withholding requirements. The certification procedures required to claim a reduced rate of withholding under a tax treaty generally will satisfy the certification requirements necessary to avoid the backup withholding as well.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a Non-U.S. Holder generally will be allowed as a credit against such Non-U.S. Holder’s U.S. federal income tax liability and may entitle such Non-U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.

E. Foreign Account Tax Compliance Act

Provisions commonly referred to as “FATCA” impose withholding of thirty percent (30%) on payments of dividends (including constructive dividends) on New ONE Nuclear Common Stock to “foreign financial institutions” (which is broadly defined for this purpose and in general includes investment vehicles) and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied by, or an exemption applies to, the payee (typically certified as to by the delivery of a properly completed applicable IRS Form W-8). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Thirty percent (30%) withholding under FATCA was scheduled to apply to payments of gross proceeds from the sale or other disposition of property that produces U.S.-source interest or dividends beginning on January 1, 2019, but on December 13, 2018, the IRS released proposed Treasury Regulations that, if finalized in their proposed form, would eliminate the obligation to withhold on gross proceeds. Such proposed Treasury Regulations also delayed withholding on certain other payments received from other foreign financial institutions that are allocable, as provided for under final Treasury Regulations, to payments of U.S.-source dividends, and other fixed or determinable annual or periodic income. Although these proposed Treasury Regulations are not final, taxpayers generally may rely on them until final Treasury Regulations are issued. However, there can be no assurance that final Treasury Regulations will provide the same exceptions from FATCA withholding as the proposed Treasury Regulations.

Non-U.S. Holders should consult their tax advisors regarding the effects of FATCA on their ownership and disposition of shares of New ONE Nuclear Common Stock.

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BUSINESS OF HVII AND CERTAIN INFORMATION ABOUT HVII

Overview

HVII is a newly organized special purpose acquisition company incorporated as a Cayman Islands exempted company with limited liability on September 27, 2024 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which is referred to throughout this proxy statement/prospectus as HVII’s initial business combination.

The registration statement for the IPO became effective on January 16, 2025. On January 21, 2025, HVII consummated its initial public offering of 19,000,000 units, which included 1.5 million units sold pursuant to the partial exercise of the IPO underwriters’ over-allotment option, generating gross proceeds of $190.0 million, and incurring offering costs of approximately $12.6 million, inclusive of $7,600,000 in Deferred Underwriting Commissions.

Substantially concurrently with the closing of the IPO, HVII consummated the private placement of 690,000 Private Placement Units at a price of $10.00 per Private Placement Unit to the Sponsor and the IPO underwriters, generating gross proceeds of $6,900,000. Of the 690,000 Private Placement Units, 500,000 Private Placement Units were purchased by the Sponsor and 190,000 Private Placement Units were purchased by the IPO underwriters.

Upon the closing of the IPO and the concurrent private placement, $190,000,000 ($10.00 per HVII Public Share) of the net proceeds of the IPO and certain of the proceeds of the private placement were placed in the Trust Account located in the United States and invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, and/or deposited in an interest-bearing demand deposit account at a U.S.-chartered commercial bank with consolidated assets of $50 billion or more. Except with respect to permitted withdrawals, the proceeds from the IPO and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of HVII’s initial business combination and (ii) the distribution of the funds in the Trust Account as described below.

On January 30, 2025, HVII announced that, commencing February 6, 2025, holders of the units sold in the IPO may elect to separately trade the HVII Class A Ordinary Shares and the HVII Public Share Rights included in the units. Those units not separated continued to trade on the Nasdaq Global Market under the symbol “HVIIU” and the HVII Class A Ordinary Shares and the HVII Public Share Rights that were separated trade under the symbols “HVII” and “HVIIR,” respectively.

While HVII may pursue an acquisition opportunity in any business, industry, sector or geographical location, HVII intends to focus on industries that complement its management team’s background, and to capitalize on the ability of its management team to identify and acquire a business, focusing on the industrial technology and energy transition sectors. HVII is seeking to acquire one or more businesses with an expected aggregate enterprise value of $500 million or greater.

The Sponsor

The Sponsor is a Nevada limited liability company formed for the purpose of serving as HVII’s sponsor in connection with its search for an initial business combination. The roles and responsibilities of HVII’s sponsor and its affiliates are to initiate HVII’s formation through an initial public offering, to identify, acquire and operate one or more businesses, and to hold security interests in HVII.

The following entities and individuals have a direct or indirect material interest in the sponsor:

(i)	Hennessy Capital Group, LLC, a Delaware limited liability company (“HCG”) has a direct material interest in HVII’s sponsor as its sole managing member;
(ii)	Daniel J. Hennessy has an indirect material interest in HVII’s sponsor as a managing member and majority equity owner of HCG; and
(iii)	Thomas D. Hennessy has an indirect material interest in HVII’s sponsor as a managing member and minority equity owner of HCG.

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Below are experiences the Sponsor, its affiliates, and any of its promoters have had in organizing special purpose acquisition companies and other special purpose acquisition companies in which the Sponsor, its affiliates, and any of its promoters are involved, along with certain other information:

● Hennessy I (2014): SPAC (Hennessy Capital Acquisition Corp. (“Hennessy I”)), Target (Blue Bird Corp. (“Blue Bird”)). Hennessy I’s initial public offering closed January 16, 2014, at approximately $115 million. There was no extension of the SPAC term and there were approximately 64.8% redemptions in connection with the business combination. Hennessy I’s business combination with School Bus Holdings, Inc. to form Blue Bird closed on February 24, 2015. Shares of Blue Bird common stock trade on the Nasdaq Stock Market under the symbol “BLBD”, and the price of the common stock has ranged from $7.14 to $61.95 following the consummation of the business combination, with a closing price of $50.53 on December 1, 2025;

● Hennessy II (2015): SPAC (Hennessy Capital Acquisition Corp. II (“Hennessy II”)), Target (Daseke, Inc. (“Daseke”)). Hennessy II’s initial public offering closed July 22, 2015, at approximately $200 million. There was no extension of the SPAC term and there were approximately 58.1% redemptions in connection with the business combination. Hennessy II’s business combination with Daseke, Inc. closed on February 27, 2017. Shares of Daseke common stock traded on the Nasdaq Stock Market under the symbol “DSKE”, and the price of the common stock has ranged from $0.86 to $14.47 following the consummation of the business combination. Daseke was acquired by TFI International (NYSE and TSX: TFII) on April 3, 2024 for $8.30 per share;

● Hennessy III (2017): SPAC (Hennessy Capital Acquisition Corp. III (“Hennessy III”)), Target (NRC Group Holdings Corp. (“NRC Group”)). Hennessy III’s initial public offering closed June 22, 2017, at approximately $258 million. There was no extension of the SPAC term and there were approximately 81.6% redemptions in connection with the business combination. Hennessy III’s business combination with NRC Group closed on October 17, 2018. Prior to its acquisition by US Ecology, Inc., shares of NRC Group common stock traded on the NYSE American under the symbol “NRCG”, and the price of the common stock ranged from $6.65 to $13.00 following the consummation of the business combination. NRC Group was acquired by US Ecology, Inc. on November 1, 2019 for $12.16 per share;

● Hennessy IV (2019): SPAC (Hennessy Capital Acquisition Corp. IV (“Hennessy IV”)), Target (Canoo Inc. (“Canoo”)). Hennessy IV’s initial public offering closed February 28, 2019, at approximately $303 million. The SPAC term was extended and there were approximately 0.8% redemptions in connection with the extension and no redemptions in connection with the business combination. Hennessy IV’s business combination with Canoo closed on December 21, 2020. Shares of Canoo common stock traded on the Nasdaq Stock Market under the symbol “GOEV” until Canoo filed for Chapter 7 bankruptcy and ceased all operations on January 17, 2025, and the price of the common stock, after giving effect to its reverse stock splits, ranged from $1.12 to $11,453.60 following the consummation of the business combination, with a closing price of $1.35 on January 17, 2025, the date on which Canoo filed for bankruptcy;

● Hennessy V (2019): SPAC (Hennessy Capital Investment Corp. V (“Hennessy V”)). Hennessy V’s initial public offering closed September 28, 2021. Hennessy V was liquidated in December 2022.

● two (2021) (members of HVII’s management team acquired the SPAC sponsor): SPAC (two (“two”)), Target (Logistics Properties of the Americas (“Logistics”)). Two’s initial public offering closed March 30, 2021, at approximately $200 million. The SPAC term was extended twice and there were approximately 76.7% and 16.2% redemptions, respectively, in connection with extensions and approximately 97.5% redemptions in connection with the business combination. two’s business combination with Logistics closed on March 27, 2024. Shares of Logistics common stock trade on the NYSE American under the symbol “LPA”, and the price of the common stock, after giving effect to its stock split, has ranged from $2.55 to $525.00 following the consummation of the business combination, with a closing price of $3.29 on December 1, 2025;

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● PropTech I (2019): SPAC (PropTech Acquisition Corp (“PropTech I”)), Target (Porch Group, Inc. (“Porch”)). PropTech I’s initial public offering closed November 21, 2019, at approximately $173 million. There was no extension of the SPAC term and there were approximately 0.00002% redemptions in connection with the business combination. PropTech I’s business combination with Porch closed on December 23, 2020. Shares of Porch common stock trade on the Nasdaq Stock Market under the symbol “PRCH”, and the price of the common stock has ranged from $0.50 to $27.50 following the consummation of the business combination, with a closing price of $9.33 on December 1, 2025;

● PropTech II (2020): SPAC (PropTech Investment Corporation II (“PropTech II”)), Target (Appreciate Holdings, Inc. (“Appreciate”)). PropTech II’s initial public offering closed December 3, 2020, at approximately $230 million. There was no extension of the SPAC term and there were approximately 56.8% redemptions in connection with the business combination. PropTech II’s business combination with Appreciate closed on November 29, 2022. Shares of Appreciate common stock traded on the Nasdaq Stock Market under the symbol “SFRT” until November 30, 2023, and the price of the common stock ranged from $0.0001 to $13.40 following the consummation of the business combination;

● 7GC (2020): SPAC (7GC & Co. Holdings Inc. (“7GC”)), Target (Banzai International, Inc. (“Banzai”)). 7GC’s initial public offering closed December 22, 2020, at approximately $230 million. The SPAC term was extended twice and there were approximately 77.9% and 34.4% redemptions, respectively, in connection with extensions and approximately 99.3% redemptions in connection with the business combination. 7GC’s business combination with Banzai closed on December 14, 2023. Shares of Banzai common stock trade on the Nasdaq Stock Market under the symbol “BNZI”, and the price of the common stock, after giving effect to its stock splits, has ranged from $1.16 to $8,285.00 following the consummation of the business combination, with a closing price of $1.30 on December 1, 2025;

● Hennessy VI (2021): SPAC (Hennessy Capital Investment Corp. VI (“Hennessy VI”)), Target (Namib Minerals (“Namib”)). Hennessy VI’s initial public offering closed September 28, 2021, at approximately $341 million. The SPAC term was extended three times and there were approximately 24.3%, 79.6%, and 37.8% redemptions, respectively, in connection with extensions and approximately 96% redemptions in connection with the business combination. Hennessy VI’s business combination with Namib closed on June 5, 2025. Shares of Namib ordinary shares trade on the Nasdaq Stock Market under the symbol “NAMM”, and the price of the ordinary shares has ranged from $1.29 to $55.00 following the consummation of the business combination, with a closing price of $1.37 on December 1, 2025;

● Compass Digital (2021) (members of HVII’s management team acquired the SPAC sponsor): SPAC (Compass Digital Acquisition Corp. (“Compass Digital”)), Target (EEW Renewables Ltd (“EEW”)). Compass Digital’s initial public offering closed October 14, 2021 at approximately $212 million. The SPAC term was extended three times and there were approximately 76%, 52% and 48% redemptions, respectively, in connection with extensions. Compass Digital and EEW executed a definitive merger agreement on September 6, 2024 and, on November 17, 2025, the Compass Digital sent EEW a letter terminating the definitive merger agreement;

● Jaguar Global (2022): SPAC (Jaguar Global Growth Corporation I (“Jaguar Global”)), Target (Captivision Inc. (“Captivision”)). Jaguar Global’s initial public offering closed February 11, 2022, at approximately $235 million. The SPAC term was extended and there were approximately 56% redemptions in connection with extensions and approximately 99.6% redemptions in connection with the business combination. Jaguar Global’s business combination with Captivision closed on November 15, 2023. Shares of Captivision common stock trade on the Nasdaq Stock Market under the symbol “CAPT”, and the price of the common stock has ranged from $0.37 to $7.92 following the consummation of the business combination, with a closing price of $0.81 on December 1, 2025;

● Twin Ridge (2021) (members of HVII’s management team advised Twin Ridge and were equityholders in the SPAC Sponsor): SPAC (Twin Ridge Capital Acquisition Corp. (“Twin Ridge”)), Target (Carbon Revolution Public Limited Company (“Carbon Revolution”)). Twin Ridge’s initial public offering closed March 3, 2021, at approximately $213 million. The SPAC term was extended and there were approximately 70.6% redemptions in connection with the extension and 99.7% redemptions in connection with the business combination. Twin Ridge’s business combination with Carbon Revolution closed on November 3, 2023. Shares of Carbon Revolution common stock trade on the Nasdaq Stock Market under the symbol “CREV”, and the price of the common stock has ranged from $1.69 to $197.99 following the consummation of the business combination, with a closing price of $1.78 on November 19, 2025; and

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● Learn CW (2021) (members of HVII’s management team advised Twin Ridge and were equityholders in the SPAC Sponsor): SPAC (Learn CW Investment Corporation (“LCW”)), Target (Innventure, Inc. (“Innventure”)). LCW’s initial public offering closed October 7, 2021, at approximately $200 million. The SPAC term was extended and there were approximately 59.4% redemptions in connection with extensions and approximately 89.0% redemptions in connection with the business combination. LCW’s business combination with Innventure closed on October 2, 2024. Shares of LCW common stock trade on the Nasdaq Stock Market under the symbol “INV”, and the price of the common stock has ranged from $2.36 to $18.75 following the consummation of the business combination, with a closing price of $3.35 on November 19, 2025.

Investment Strategy

HVII’s investment strategy is directed at industrial technology and energy transition targets of $500 million or greater in expected aggregate enterprise value and is informed and validated by its research and analysis and complemented by what it believes are favorable market conditions for the SPAC asset class.

Acquisition Criteria

HVII has identified the following general criteria and guidelines that it believes are important in evaluating prospective target businesses. HVII has used these criteria and guidelines in evaluating acquisition opportunities, but it may decide to enter into its initial business combination with a target business that does not meet these criteria and guidelines.

● $500 Million+ Target Business Size. HVII will seek to acquire one or more businesses with an expected aggregate enterprise value of $500 million or greater, determined at the sole discretion of its officers and directors according to reasonably accepted valuation standards and methodologies.

● Large Addressable Market. HVII will target companies that operate in large addressable markets within industrial technology and energy transition sectors. HVII believes its management team and its board are skilled in analyzing and evaluating companies in these markets based on their significant past SPAC execution, investing and operating experience.

● Scalable and Sustainable Growth Platform. HVII intends to focus on segments and businesses within its target sectors that are poised for scalable, sustainable growth due to shifting customer preferences in favor of products and technologies that enable improvements in automation, efficiency, safety and customer experience.

● Strong Competitive Positioning and Differentiated Technology. HVII plans to focus on attractive companies with distinct intellectual property and highly defensible, differentiated technology aimed at solving critical challenges in their areas of focus. Companies with unique and disruptive platforms and product offerings, including technology innovators, will be at the forefront of HVII’s evaluation process. HVII’s management team and the HVII Board have extensive operational, commercial and transactional experience with technology-driven companies in its target sectors, and HVII intends to use these skills to identify market leaders and category winners.

● Experienced Management Team. HVII will seek to acquire one or more businesses with a complete, experienced management team that provides a platform for HVII to further develop the acquired business’s management capabilities. HVII will seek to partner with a potential target’s management team and expects that the operating and financial abilities of its executive team and board will complement management’s capabilities.

● Partnership Approach. HVII will pursue a partnership approach to working with a management team that shares its strategic vision and believes HVII can help them achieve the full potential of their business. HVII’s management team and the HVII Board have a long history of founding and scaling businesses, and HVII will use its collective experience to help guide management teams of target businesses.

● Benefit from Being a Public Company. HVII intends to acquire one or more businesses that will benefit from being publicly traded and can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company.

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These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that HVII’s management may deem relevant.

Initial Business Combination

HVII has up to 24 months from the closing of the IPO to consummate an initial business combination. HVII may hold a Public Shareholder vote at any time to amend the HVII Charter to modify the amount of time it will have to consummate an initial business combination (as well as to modify the substance or timing of its obligation to redeem 100% of the HVII Public Shares if it has not consummated an initial business combination within the completion window or with respect to any other provisions relating to HVII Shareholders’ rights or pre-initial business combination activity), in which case the HVII Public Shareholders will be offered an opportunity to redeem their HVII Public Shares. The Sponsor and HVII’s executive officers and directors have agreed that they will not propose any such amendment unless HVII provides the HVII Public Shareholders with the opportunity to redeem their HVII Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of permitted withdrawals), divided by the number of then outstanding HVII Public Shares, subject to the limitations described herein.

If HVII does not complete its initial business combination within the completion window, while it does not currently intend to seek Public Shareholder approval to amend the HVII Charter to extend the amount of time it will have to consummate an initial business combination, it may elect to do so in the future. There is no limit on the number of extensions that HVII may seek. If HVII determines not to extend, or fails to obtain HVII Public Shareholder approval to extend, the time period to consummate its initial business combination, and the time to consummate its initial business combination expires, the Sponsor’s investment in its Founder Shares and its Private Placement Units will be worthless.

If HVII does not complete its initial business combination within the completion window and does not hold a HVII Public Shareholder vote to amend the HVII Charter to extend the amount of time it has to consummate an initial business combination, HVII will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the HVII Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding HVII Public Shares, which redemption will completely extinguish HVII Public Shareholders’ rights as HVII Public Shareholders (including the right to receive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of HVII’s remaining HVII Public Shareholders and the HVII Board, liquidate and dissolve, subject, in each case, to HVII’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There is no limitation on HVII’s ability to raise funds privately or through loans in connection with its initial business combination.

The HVII Charter requires the affirmative vote of a majority of the HVII Board, which must include a majority of its independent directors, to approve its initial business combination (or such other vote as the applicable law or stock exchange rules then in effect may require).

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

Nasdaq rules require that HVII must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the Trust Account (excluding any Deferred Underwriting Commissions and taxes payable on the interest earned on the Trust Account) at the time of its agreement to enter into its initial business combination. If HVII’s securities are no longer listed on Nasdaq, it will not be obligated to satisfy such 80% test. The HVII Board will make the determination as to the fair market value of its initial business combination. If the HVII Board is not able to independently determine the fair market value of the target business or businesses, HVII will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent registered public accounting firm, with respect to the satisfaction of such criteria. While HVII considers it unlikely that the HVII Board will not be able to make an independent determination of the fair market value of its initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of HVII’s independent directors.

HVII anticipates structuring its initial business combination either (i) in such a way so that the post-transaction company in which the HVII Public Shareholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses, or (ii) in such a way that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons. However, HVII will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, HVII Shareholders prior to its initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and HVII in its initial business combination transaction. For example, HVII could pursue a transaction in which it issues a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, HVII would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, HVII Shareholders immediately prior to its initial business combination could own less than a majority of its outstanding shares subsequent to its initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq’s 80% of net assets test. If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions, and HVII will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking HVII Public Shareholder approval, as applicable.

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HVII’s Business Combination Process

In evaluating prospective business combinations, HVII expects to conduct a thorough due diligence review process that encompasses, among other things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable), on-site inspection of facilities and assets, discussion with customers and suppliers, legal reviews and other reviews as deemed appropriate. HVII’s management and directors utilize their expertise in analyzing companies in industrial technology sectors in evaluating operating projections, financial projections and determining the appropriate return expectations given the risk profile of the target business.

HVII is not prohibited from pursuing an initial business combination with a company that is affiliated with the Sponsor or HVII’s officers or directors. In the event HVII seeks to complete its initial business combination with a company that is affiliated with the Sponsor or HVII’s officers or directors, HVII or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm that the initial business combination is fair to HVII from a financial point of view.

HVII’s officers and directors currently own, either directly or indirectly, Founder Shares and Private Placement Units. Because of this ownership, HVII’s officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate the initial business combination. Further, each of HVII’s officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition to any agreement with respect to the initial business combination.

Each of HVII’s officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of HVII’s officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she may honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to HVII if such entities reject the opportunity and he or she determines to present the opportunity to HVII. These conflicts may not be resolved in HVII’s favor and a potential target business may be presented to another entity prior to its presentation to HVII. The HVII Charter provides that HVII renounces its interest in any corporate opportunity offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of HVII, (ii) such opportunity is one HVII is legally and contractually permitted to undertake and would otherwise be reasonable for HVII to pursue and (iii) the director or officer is permitted to refer the opportunity to HVII without violating another legal obligation. As a result, the fiduciary, contractual or other obligations or duties of HVII’s officers or directors could materially affect HVII’s ability to complete its initial business combination.

The Sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other SPAC prior to completion of HVII’s initial business combination. As a result, the Sponsor or HVII’s officers or directors could have conflicts of interest in determining whether to present business combination opportunities to HVII or to any other SPAC with which they may become involved. Although HVII has no formal policy in place for vetting potential conflicts of interest, the HVII Board will review any potential conflicts of interest on a case-by-case basis. Any such companies may present additional conflicts of interest in pursuing an acquisition target. However, HVII does not believe that any potential conflicts would materially affect HVII’s ability to complete its initial business combination, because HVII’s management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously and HVII is not limited by industry or geography in terms of the acquisition opportunities it can pursue.

Financial Position

With funds in the Trust Account available for a business combination initially in the amount of approximately $190,000,000, as of January 21, 2025, (which amount includes the Deferred Underwriting Commissions), HVII believes it offers a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because HVII is able to complete its initial business combination using its cash, debt or equity securities or a combination of the foregoing, HVII has the flexibility to use the most efficient combination that will allow it to tailor the consideration to be paid to the target business to fit its needs and desires. However, HVII has not taken any steps to secure third-party financing and there can be no assurance it will be available to HVII.

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Effecting the Initial Business Combination

HVII is not presently engaged in, and will not engage in, any operations until it consummates an initial business combination. HVII intends to effectuate its initial business combination using cash from the proceeds of the IPO and the sale of the Private Placement Units, the proceeds of the sale of its securities in connection with its initial business combination (pursuant to any forward purchase, backstop or similar agreements HVII may enter), if any, its equity, debt or a combination of these as the consideration to be paid in its initial business combination. HVII may seek to complete its initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject HVII to the numerous risks inherent in such companies and businesses.

If HVII’s initial business combination is paid for using equity or debt securities or not all of the funds released from the Trust Account are used for payment of the consideration in connection with its initial business combination or used for redemption of HVII Public Shares, HVII may apply the balance of the cash released to it from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing its initial business combination, to fund the purchase of other companies, or for working capital.

HVII may seek to raise additional funds in connection with the completion of its initial business combination through a private offering of equity securities or debt securities or loans, and HVII may effectuate its initial business combination using the proceeds of such offerings or loans rather than using the amounts held in the Trust Account. In the case of an initial business combination funded with assets other than the Trust Account assets, HVII’s tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by applicable law, HVII would seek HVII Public Shareholder approval of such financing. There are no prohibitions on HVII’s ability to raise funds privately or through loans in connection with its initial business combination. At this time, HVII is not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.

Although HVII’s management will assess the risks inherent in a particular target business with which HVII may combine, HVII cannot assure investors that this assessment will result in identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of HVII’s control, meaning that HVII can do nothing to control or reduce the chances that those risks will adversely impact a target business.

The time required to select and evaluate a target business and to structure and complete HVII’s initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which HVII’s initial business combination is not ultimately completed will result in HVII incurring losses and will reduce the funds HVII can use to complete another business combination.

Permitted Purchases of HVII’s Securities

In the event we seek HVII Public Shareholder approval of HVII’s initial business combination and HVII does not conduct redemptions in connection with HVII’s initial business combination pursuant to the tender offer rules, the Sponsor and HVII’s directors, officers, advisors, or any of their respective affiliates may purchase HVII Units, HVII Public Shares or HVII 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. There is no limit on the number of securities HVII’s directors, officers, advisors, or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. 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. However, they have no current commitments, plans, or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase HVII Units, HVII Public Shares or HVII 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. Such a purchase may include a contractual acknowledgement that such HVII Public Shareholder, although still the record holder of HVII Public Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. We have an insider trading policy which will require insiders to (1) refrain from purchasing securities when they are in possession of any material non-public information and (2) to clear all trades with HVII’s compliance personnel or legal counsel prior to execution. HVII cannot currently determine whether its insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, HVII’s insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.

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In the event that the Sponsor and HVII’s directors, officers, advisors, or any of their respective affiliates purchase HVII Public Shares or HVII Rights in privately negotiated transactions from HVII Public Shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against HVII’s initial business combination, such selling HVII Public Shareholders would be required to revoke their prior elections to redeem their 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 shares of Founder Shares and HVII Public Shares. HVII does not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.

The purpose of such purchases would be to ensure that such HVII Public Shares would not be redeemed in connection with an initial business combination. This may result in the completion of HVII’s initial business combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public “float” of HVII Public Shares or HVII Rights may be reduced and the number of beneficial holders of HVII Securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of HVII Securities on a national securities exchange.

The Sponsor and HVII’s officers, directors, advisors, and/or any of their respective affiliates anticipate that they may identify HVII 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 HVII Public Shareholders contacting HVII directly or by the receipt of redemption requests submitted by HVII 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 HVII Public Shareholders who have expressed their election to redeem their HVII Public Shares for a pro rata share of the Trust Account or vote against HVII’s initial business combination, but only if such HVII Public Shares have not already been voted at the Extraordinary General Meeting. Such persons would select the HVII Public Shareholders from whom to acquire HVII Public Shares based on the number of HVII Public Shares available, the negotiated price per HVII Public Share and such other factors as any such person may deem relevant at the time of purchase. The price per HVII Public Share paid in any such transaction may be different than, but not higher than, the amount per HVII Public Share a HVII Public Shareholder would receive if it elected to redeem its HVII Public 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 HVII Public Shares only if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

Additionally, in the event the Sponsor or HVII’s officers, directors, advisors and/or any of their respective affiliates were to purchase HVII Securities from HVII 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 (i) HVII’s registration statement/proxy statement filed for HVII’s initial business combination transaction would disclose the possibility that the Sponsor or HVII’s officers, directors, advisors and/or any of their respective affiliates may purchase HVII Public Shares or HVII Rights from HVII Public Shareholders outside the redemption process, along with the purpose of such purchases; (ii) if the Sponsor or HVII’s officers, directors, advisors and/or any of their respective affiliates were to purchase HVII Public Shares or HVII Rights from HVII Public Shareholders, they would do so at a price no higher than the price offered through HVII’s redemption process; (iii) HVII’s registration statement/proxy statement filed for HVII’s initial business combination would include a representation that any HVII Securities purchased by the Sponsor or HVII’s officers, directors, advisors and/or any of their respective affiliates would not be voted in favor of approving the initial business combination; and (iv) the Sponsor or HVII’s officers, directors, advisors and/or any of their respective affiliates would not possess any redemption rights with respect to HVII Securities or, if they do acquire and possess redemption rights, they would waive such rights. To the extent that the Sponsor or HVII’s officers, directors, advisors and/or any of their respective affiliates enter into any such private purchase prior to the Extraordinary General Meeting, HVII will file a current report on Form 8-K to disclose (i) the amount of HVII Securities purchased in any such purchases, along with the purchase price; (ii) the purpose of any such purchases; (iii) the impact, if any, of any such purchases on the likelihood that HVII’s initial business combination will be approved; (iv) the identities or the nature of the HVII Security holders (e.g., 5% HVII Security holders) who sold their HVII Securities in any such purchases; and (v) the number of HVII Securities for which HVII has received redemption requests pursuant to HVII Public Shareholders’ redemption rights in connection with HVII’s initial business combination.

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Any purchases by the Sponsor or HVII’s officers, directors, advisors and/or any of their respective affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. The Sponsor or HVII’s officers, directors and/or any of their respective affiliates will be restricted from making purchases of HVII Public Shares if such purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

Redemption Rights for HVII Public Shareholders Upon Completion of HVII’s Initial Business Combination

HVII will provide HVII Public Shareholders with the opportunity to redeem all or a portion of their HVII Public Shares upon the completion of its initial business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of its initial business combination, including interest (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account as of November 30, 2025 is approximately $10.34 per HVII Public Share, net of accrued taxes. The per share amount HVII will distribute to investors who properly redeem their shares will not be reduced by the Deferred Underwriting Commissions HVII will pay to the IPO underwriters. The redemption right will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. Each HVII Public Shareholder may elect to redeem HVII Public Shares irrespective of whether they vote for or against, or vote at all in connection with, the proposed transaction. There will be no redemption rights upon the completion of HVII’s initial business combination with respect to HVII Share Rights. The Initial Shareholders and HVII’s officers and directors have entered into the Letter Agreement, pursuant to which they agreed to waive their redemption rights with respect to any Founder Shares and any HVII Public Shares held by them in connection with the completion of HVII’s initial business combination.

Manner of Conducting Redemptions

HVII will provide HVII Public Shareholders with the opportunity to redeem all or a portion of their HVII Public Shares upon the completion of its initial business combination either: (1) in connection with a general meeting called to approve the business combination; or (2) by means of a tender offer. The decision as to whether HVII will seek HVII Public Shareholder approval of a proposed business combination or conduct a tender offer will be made by HVII, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require HVII to seek HVII Public Shareholder approval under applicable law or stock exchange listing requirements. Under Nasdaq rules, asset acquisitions and share purchases would not typically require HVII Public Shareholder approval while direct mergers with HVII where it does not survive and any transactions where it issues more than 20% of its outstanding HVII Ordinary Shares or seeks to amend the HVII Charter would require HVII Public Shareholder Approval. If HVII structures a business combination transaction with a target company in a manner that requires HVII Public Shareholder approval, it will not have discretion as to whether to seek a HVII Public Shareholder vote to approve the proposed business combination. HVII currently intends to conduct redemptions pursuant to a HVII Public Shareholder vote unless HVII Public Shareholder approval is not required by applicable law or stock exchange listing requirements and it chooses to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. So long as HVII maintains a listing for its securities on Nasdaq, it is required to comply with such rules.

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If a HVII Public Shareholder vote is not required and HVII does not decide to hold a HVII Public Shareholder vote for business or other reasons, it will, pursuant to the HVII Charter:

● conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

● file tender offer documents with the SEC prior to completing its initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement of its initial business combination, HVII and the Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase HVII Class A Ordinary Shares in the open market if HVII elects to redeem its Public Shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act.

In the event HVII conducts redemptions pursuant to the tender offer rules, its offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and it will not be permitted to complete its initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on HVII Public Shareholders not tendering more than the number of HVII Public Shares HVII is permitted to redeem. If HVII Public Shareholders tender more shares than HVII has offered to purchase, it will withdraw the tender offer and not complete such initial business combination.

If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or HVII decides to obtain HVII Public Shareholder approval for business or other reasons, it will, pursuant to the HVII Charter:

● conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

● file proxy materials with the SEC.

HVII expects that a final proxy statement would be mailed to HVII Public Shareholders at least 20 days prior to the HVII Public Shareholder vote. However, it expects that a draft proxy statement would be made available to such HVII Public Shareholders well in advance of such time, providing additional notice of redemption if HVII conducts redemptions in conjunction with a proxy solicitation. Although HVII is not required to do so, it currently intends to comply with the substantive and procedural requirements of Regulation 14A in connection with any HVII Public Shareholder vote even if it is not able to maintain its Nasdaq listing or Exchange Act registration.

In the event that HVII seeks HVII Public Shareholder approval of its initial business combination, it will distribute proxy materials and, in connection therewith, provide its public shareholders with the redemption rights described above upon completion of the initial business combination.

If HVII seeks HVII Public Shareholder approval, unless otherwise required by applicable law, regulation or stock exchange rules, it will complete its initial business combination only if it receives approval pursuant to an ordinary resolution under the HVII Charter and under Cayman Islands law, which requires the affirmative vote of a simple majority of the HVII Shareholders who attend and vote at a general meeting of HVII, voting together as a single class. In such case, the Sponsor and each member of its management team have agreed to vote their Founder Shares and HVII Public Shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of its initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction). For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of HVII’s initial business combination once a quorum is obtained. As a result, in addition to the Initial Shareholders’ Founder Shares and HVII Class A Ordinary Shares, HVII would need (i) 6,178,334, or 32.52%, of the 19,000,000 HVII Public Shares sold in the IPO to be voted in favor of the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the Director Election Proposal and (ii) 10,515,556, or 55.3%, of the 19,000,000 HVII Public Shares sold in the IPO to be voted in favor of the Organizational Documents Proposal in order to have the Business Combination approved, assuming all outstanding shares are voted and the parties to the Letter Agreement do not acquire any HVII Public Shares. Assuming that only the holders of one-half of its issued and outstanding HVII Ordinary Shares, representing a quorum under the HVII Charter, vote their HVII Ordinary Shares at the HVII Shareholders’ Meeting, and also assuming that the parties to the Letter Agreement do not acquire any HVII Public Shares, in addition to the Initial Shareholders’ Founder Shares and HVII Class A Ordinary Shares (i) HVII would not need any HVII Public Shares to be voted in favor of the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the Director Election Proposal in order to approve the Business Combination but (ii) HVII would need 1,841,112, or 9.7%, of the 19,000,000 HVII Public Shares sold in the IPO to be voted in favor of the Organizational Documents Proposal in order to have the Business Combination approved. However, if its initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of its initial business combination will require a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of HVII, voting together as a single class. In addition, prior to the closing of HVII’s initial business combination, only holders of HVII Class B Ordinary Shares (i) will have the right to vote to appoint and remove directors prior to or in connection with the completion of its initial business combination and (ii) will be entitled to vote on continuing HVII in a jurisdiction outside the Cayman Islands (including any special resolution required to adopt new constitutional documents as a result of its approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). These quorum and voting thresholds and the agreement of the Initial Shareholders may make it more likely that HVII will consummate its initial business combination. Each HVII Public Shareholder may elect to redeem their HVII Public Shares irrespective of whether they vote for or against the proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.

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HVII’s proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners; (ii) cash to be transferred to the target for working capital or other general corporate purposes; or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration HVII would be required to pay for all HVII Class A Ordinary Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to HVII, it will not complete the business combination or redeem any shares, and all HVII Class A Ordinary Shares submitted for redemption will be returned to the holders thereof.

Limitation on Redemption Upon Completion of HVII’s Initial Business Combination if it Seeks HVII Public Shareholder Approval

Notwithstanding the foregoing, if HVII seeks HVII Public Shareholder approval of its initial business combination and it does not conduct redemptions in connection with its initial business combination pursuant to the tender offer rules, the HVII Charter provides that a HVII Public Shareholder, together with any affiliate of such HVII Public Shareholder or any other person with whom such HVII Public Shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), is restricted from seeking redemption rights with respect to more than an aggregate of 15% of the HVII Public Shares sold in the IPO (“Excess Shares”), without its prior consent. HVII believes this restriction will discourage HVII Public Shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force HVII or its affiliates to purchase their HVII Public Shares at a significant premium to then-current market price or on other undesirable terms. Absent this provision, a HVII Public Shareholder holding more than an aggregate of 15% of the Public Shares sold in the IPO could threaten to exercise its redemption rights if such holder’s HVII Public Shares are not purchased by HVII or its affiliates at a premium to then-current market price or on other undesirable terms. By limiting HVII Public Shareholders’ ability to redeem no more than 15% of the HVII Public Shares sold in the IPO, HVII believes it will limit the ability of a small group of HVII Public Shareholders to unreasonably attempt to block its ability to complete its initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that HVII have a minimum net worth or a certain amount of cash. However, HVII would not be restricting HVII Public Shareholders’ ability to vote all of their HVII Public Shares (including Excess Shares) for or against its initial business combination.

Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights

HVII may require the HVII Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to its transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event HVII distributes proxy materials or to deliver their HVII Public Shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, rather than simply voting against the initial business combination at the holder’s option. The tender offer or proxy materials, as applicable, that HVII will furnish to holders of HVII Public Shares in connection with its initial business combination will indicate whether it is requiring HVII Public Shareholders to satisfy such delivery requirements, which will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. Accordingly, a HVII Public Shareholder would have from the time HVII sends out its tender offer materials until the close of the tender offer period, or up to two business days prior to the vote on the business combination if HVII distributes proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a HVII Public Shareholder vote, a final proxy statement would be mailed to HVII Public Shareholders at least 20 days prior to the HVII Public Shareholder vote. However, HVII expects that a draft proxy statement would be made available to such HVII Public Shareholders well in advance of such time, providing additional notice of redemption if it conducts redemptions in conjunction with a proxy solicitation. Given the relatively short exercise period, it is advisable for HVII Public Shareholders to use electronic delivery of their HVII Public Shares.

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There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not HVII requires holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

The foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact such shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had an “option window” after the completion of the business combination during which he or she could monitor the price of the company’s ordinary shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit before the general meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is approved.

Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the general meeting set forth in HVII’s proxy materials, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of HVII Public Shares electing to redeem their HVII Public Shares will be distributed promptly after the completion of HVII’s initial business combination.

If HVII’s initial business combination is not approved or completed for any reason, then HVII Public Shareholders who elected to exercise their redemption rights would not be entitled to redeem their HVII Public Shares for the applicable pro rata share of the Trust Account. In such case, HVII will promptly return any certificates delivered by holders of HVII Public Shares who elected to redeem their HVII Public Shares.

If HVII’s initial proposed business combination is not completed, it may continue to try to complete a business combination with a different target until the end of the completion window.

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Redemption of HVII Public Shares and Liquidation if no Initial Business Combination

The HVII Charter provides that HVII will have only the time of the completion window to complete its initial business combination. If HVII is unable to complete its initial business combination within such completion window, it will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding HVII Public Shares, which redemption will completely extinguish HVII Public Shareholders’ rights as HVII Public Shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of HVII’s remaining shareholders and the HVII Board, liquidate and dissolve, subject in each case to HVII’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to HVII Share Rights, which will expire worthless if HVII fails to complete its initial business combination within the completion window.

The Initial Shareholders and HVII’s officers and directors have entered into the Letter Agreement, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if HVII fails to complete its initial business combination within the completion window. However, if the Sponsor or any of HVII’s officers and directors acquires HVII Public Shares after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such HVII Public Shares if HVII fails to complete its initial business combination within the completion window.

The Initial Shareholders and HVII’s officers and directors have agreed, pursuant to the Letter Agreement, that they will not propose any amendment to the HVII Charter (i) to modify the substance or timing of HVII’s obligation to provide for the redemption of HVII Public Shares in connection with an initial business combination or to redeem 100% of HVII Public Shares if HVII has not consummated its initial business combination within the completion window or (ii) with respect to any other provision relating to HVII Public Shareholders’ rights or pre-initial business combination activity, unless HVII provides HVII Public Shareholders with the opportunity to redeem their HVII Public shares upon approval of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of permitted withdrawals), divided by the number of then outstanding HVII Public Shares.

HVII expects that all costs and expenses associated with implementing its plan of dissolution, as well as payments to any creditors, will be funded from amounts held outside the Trust Account, although there is no assurance that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing HVII’s plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay income taxes, HVII may request the trustee to release to it an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If HVII were to expend all of the net proceeds of the IPO and the sale of the Private Placement Units, other than the proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account and any tax payments or expenses for the dissolution of the trust, the per share redemption amount received by shareholders upon HVII’s dissolution would be approximately $10.00. The proceeds deposited in the Trust Account could, however, become subject to the claims of HVII’s creditors which would have higher priority than the claims of HVII Public Shareholders. There is no assurance that the actual per share redemption amount received by HVII Public Shareholders will not be substantially less than $10.00. Please see the section of this proxy statement/prospectus entitled “Risk Factors — Risks Related to HVII — If third parties bring claims against HVII, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by Public Shareholders may be less than $10.00 per share” and other risk factors described above.

Although HVII has sought and will continue to seek to have all vendors, service providers (other than its independent registered public accounting firm), prospective target businesses or other entities with which HVII does business execute agreements with HVII waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of HVII Public Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against HVII’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, HVII’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to HVII than any alternative. Examples of possible instances where HVII may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where HVII is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with HVII and will not seek recourse against the Trust Account for any reason. In order to protect the amounts held in the Trust Account, the Sponsor will agree that it will be liable to HVII if and to the extent any claims by a third party (other than HVII’s independent registered public accounting firm) for services rendered or products sold to HVII, or a prospective target business with which HVII has entered into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per HVII Public Share or (2) the actual amount per HVII Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of permitted withdrawals, except as to any claims by a third party that executed a waiver of any and all rights to the monies held in the Trust Account (whether any such waiver is enforceable) and except as to any claims under HVII’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. HVII has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of HVII and, therefore, the Sponsor may not be able to satisfy these obligations. HVII has not asked the Sponsor to reserve for such obligations. Therefore, there is no assurance that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for redemptions could be reduced to less than $10.00 per HVII Public Share and the funds available for HVII’s initial business combination could be reduced as well. In such event, HVII may not be able to complete its initial business combination, and investors would receive such lesser amount per share in connection with any redemption of their public shares. None of HVII’s officers will indemnify HVII for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

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In the event that the proceeds in the Trust Account are reduced below: (1) $10.00 per HVII Public Share; or (1) the actual amount per HVII Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of permitted withdrawals, and the Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, HVII’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While HVII currently expects that its independent directors would take legal action on HVII’s behalf against the Sponsor to enforce its indemnification obligations to HVII, it is possible that HVII’s independent directors in exercising their business judgment may choose not to do so in certain instances. For example, the cost of such legal action may be deemed by the independent directors to be too high relative to the amount recoverable or the independent directors may determine that a favorable outcome is not likely. Accordingly, there is no assurance that due to claims of creditors the actual value of the per share redemption price will not be substantially less than $10.00 per HVII Public Share. Please see the section of this proxy statement/prospectus entitled “Risk Factors — Risks Related to HVII — If third parties bring claims against HVII, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by HVII Public Shareholders may be less than $10.00 per share.”

HVII will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than HVII’s independent registered public accounting firm), prospective target businesses or other entities with which HVII does business execute agreements with HVII waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Sponsor will also not be liable as to any claims under HVII’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. In the event that HVII liquidates and it is subsequently determined that the reserve for claims and liabilities is insufficient, HVII Public Shareholders who received funds from the Trust Account could be liable for claims made by creditors.

If HVII files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in HVII’s bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of HVII Public Shareholders. To the extent any bankruptcy or insolvency claims deplete the Trust Account, there is no assurance that HVII will be able to return $10.00 per share to HVII Public Shareholders. Additionally, if HVII files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against it that is not dismissed, any distributions received by HVII Public Shareholders could be viewed under applicable debtor/creditor and/or bankruptcy and/or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by HVII shareholders. Furthermore, the HVII Board may be viewed as having breached its fiduciary duty to HVII’s creditors and/or may have acted in bad faith, and thereby exposing itself and HVII to claims of punitive damages, by paying HVII Public Shareholders from the Trust Account prior to addressing the claims of creditors. There is no assurance that claims will not be brought against HVII for these reasons. Please see the section of this proxy statement/prospectus entitled “Risk Factors — Risks Related to HVII — If, after HVII distributes the proceeds in the Trust Account to HVII Public Shareholders, HVII files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against HVII that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and HVII and its board may be exposed to claims of punitive damages.”

HVII Public Shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) HVII’s completion of an initial business combination, and then only in connection with those HVII Class A Ordinary Shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any HVII Public Shares properly submitted in connection with a HVII Public Shareholder vote to amend the HVII Charter (A) to modify the substance or timing of HVII’s obligation to provide for the redemption of HVII Public Shares in connection with an initial business combination or to redeem 100% of HVII Public Shares if HVII has not consummated its initial business combination within the completion window or (B) with respect to any other provision relating to HVII Public Shareholders’ rights or pre-initial business combination activity and (iii) the redemption of HVII Public Shares if HVII is unable to complete an initial business combination within the completion window, subject to applicable law and as further described herein. In no other circumstances will a HVII Public Shareholder have any right or interest of any kind to or in the Trust Account. In the event HVII seeks HVII Public Shareholder approval in connection with its initial business combination, a HVII Public Shareholder’s voting in connection with HVII’s initial business combination alone will not result in a HVII Public Shareholder’s redeeming its HVII Public Shares to HVII for an applicable pro rata share of the Trust Account. Such HVII Public Shareholder must have also exercised its redemption rights described above.

The HVII Charter

The HVII Charter contains certain requirements and restrictions relating to the IPO that will apply to HVII until the consummation of its initial business combination. If HVII seeks to amend any provisions of the HVII Charter (A) to modify the substance or timing of HVII’s obligation to provide for the redemption of HVII Public Shares in connection with an initial business combination or to redeem 100% of HVII Public Shares if HVII has not consummated its initial business combination within the completion window or (B) with respect to any other provision relating to HVII Shareholders’ rights or pre-initial business combination activity, HVII will provide HVII Public Shareholders with the opportunity to redeem their HVII Public Shares in connection with any such vote. The Initial Shareholders and HVII’s officers and directors have agreed to waive any redemption rights with respect to any Founder Shares and any HVII Public Shares held by them in connection with the completion of HVII’s initial business combination. Specifically, the HVII Charter provides, among other things, that:

● prior to the consummation of HVII’s initial business combination, HVII shall either: (1) seek HVII Public Shareholder approval of its initial business combination at a general meeting called for such purpose at which HVII Public Shareholders may seek to redeem their HVII Public Shares, regardless of whether they vote for or against, or abstain from voting on, the proposed business combination, into their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of HVII’s initial business combination, including interest (net of permitted withdrawals); or (2) provide HVII Public Shareholders with the opportunity to tender their HVII Class A Ordinary Shares to HVII by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of HVII’s initial business combination, including interest (net of permitted withdrawals), in each case subject to the limitations described herein;

● HVII will consummate its initial business combination only if it seeks HVII Public Shareholder approval, a majority of the outstanding HVII Ordinary Shares voted are voted in favor of the business combination at a duly held HVII Public Shareholders meeting;

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● if HVII’s initial business combination is not consummated within the completion window, then HVII’s existence will terminate and it will distribute all amounts in the Trust Account; and

● prior to HVII’s initial business combination, HVII may not issue additional HVII Ordinary Shares that would entitle the holders thereof to (1) receive funds from the Trust Account or (2) vote on any initial business combination.

These provisions cannot be amended without the approval of a special resolution, meaning the approval of holders of at least two-thirds of HVII’s Ordinary Shares who attend and vote at a general meeting of HVII. In the event HVII seeks HVII Public Shareholder approval in connection with its initial business combination, the HVII Charter provide that, unless otherwise required by applicable law or stock exchange rules, HVII may consummate its initial business combination only if approved by a majority of the HVII Ordinary Shares voted by HVII Public Shareholders at a duly held HVII Public Shareholders meeting.

Sponsor Indemnity

The Sponsor has agreed that it will be liable to HVII if and to the extent any claims by a third party (other than HVII’s independent registered public accounting firm) for services rendered or products sold to HVII, or a prospective target business with which HVII has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below: (1) $10.00 per HVII Public Share; or (2) the actual amount per HVII Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case, net of permitted withdrawals, except as to any claims by a third party that executed a waiver of any and all rights to the monies held in the Trust Account (whether any such waiver is enforceable) and except as to any claims under HVII’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. HVII has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of HVII and, therefore, the Sponsor may not be able to satisfy those obligations. HVII has not asked the Sponsor to reserve for such obligations. Therefore, HVII cannot assure investors that the Sponsor would be able to satisfy those obligations. HVII believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because HVII will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with HVII waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Employees

HVII currently has three individual independent contractor service providers for its various officer positions and does not intend to have any employees prior to the completion of its initial business combination. Members of HVII’s management team are not obligated to devote any specific number of hours to HVII’s matters but they devote as much of their time as they deem necessary to HVII’s affairs and intend to continue doing so until HVII has completed its initial business combination. The amount of time that any such person devotes in any time period to HVII may vary based on whether a target business has been selected for HVII’s initial business combination and the current stage of the business combination process.

Periodic Reporting and Financial Information

HVII will provide shareholders with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to shareholders to assist them in assessing the target business. These financial statements may be required to be prepared in accordance with, or be reconciled to, GAAP or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses HVII may acquire because some targets may be unable to provide such financial statements in time for HVII to disclose such financial statements in accordance with federal proxy rules and complete its initial business combination within the completion window. There is no assurance that any particular target business identified by HVII as a potential business combination candidate will have financial statements prepared in accordance with GAAP or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, HVII may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, HVII does not believe that this limitation will be material.

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HVII will be required to evaluate its internal control procedures for the fiscal year ending December 31, 2025, as required by the Sarbanes-Oxley Act. Only in the event HVII is deemed to be a large accelerated filer or an accelerated filer and no longer qualifies as an emerging growth company, will HVII be required to have its internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

HVII has filed a registration statement on Form 8-A with the SEC to voluntarily register its securities under Section 12 of the Exchange Act. As a result, HVII is subject to the rules and regulations promulgated under the Exchange Act and has reporting obligations, including the requirement that HVII file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, HVII’s annual reports will contain financial statements audited and reported on by its independent registered public accounting firm. HVII has no current intention of filing a Form 15 to suspend its reporting or other obligations under the Exchange Act prior or subsequent to the consummation of its initial business combination.

HVII is a Cayman Islands exempted company with limited liability. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company with limited liability, HVII has applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to HVII or its operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of HVII Ordinary Shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by HVII to HVII Shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of HVII.

HVII is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, HVII is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find HVII’s securities less attractive as a result, there may be a less active trading market for HVII’s securities and the prices of HVII’s securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. HVII intends to take advantage of the benefits of this extended transition period.

HVII will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of HVII’s initial public offering, (b) in which HVII has total annual gross revenue of at least $1.235 billion or (c) in which HVII is deemed to be a large accelerated filer, which means the aggregate worldwide market value of HVII’s Class A ordinary shares that is held by non-affiliates equals or exceeds $700.0 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which HVII has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally, HVII is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. HVII will remain a smaller reporting company until the last day of the fiscal year in which (1) the aggregate worldwide market value of HVII Class A Ordinary Shares held by non-affiliates equaled or exceeded $250.0 million as of the end of the prior June 30th, and (2) HVII’s annual revenues equaled or exceeded $100.0 million during such completed fiscal year or the aggregate worldwide market value of HVII Class A Ordinary Shares held by non-affiliates equaled or exceeded $700.0 million as of the prior June 30th.

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Properties

HVII does not own any real estate or other physical properties materially important to HVII’s operation. HVII currently maintains a principal executive offices at 195 US Hwy 50, Suite 207 Zephyr Cove, Nevada 89448. The cost for this space is included in the $15,000 per-month aggregate fee an affiliate of the Sponsor charges HVII for general and administrative services, which amount increased to $25,000 per month beginning September 1, 2025. HVII considers its current office space, combined with the other office space otherwise available to its executive officers, adequate for HVII’s current operations.

Legal Proceedings

To the knowledge of HVII’s management, there is no litigation currently pending against HVII, any of HVII’s officers or directors in their capacity as such or against any of HVII’s property.

Directors and Executive Officers

As of the date of this proxy statement/prospectus, HVII’s directors and officers are as follows:

Name	Age	Title
Daniel J. Hennessy	67	Chairman of the Board of Directors and Chief Executive Officer
Thomas D. Hennessy	41	President and Chief Operating Officer and Director
Nicholas Geeza	40	Executive Vice President, Chief Financial Officer and Secretary
Grant R. Allen	46	Independent Director
Brian Bonner	69	Independent Director
Anna Brunelle	58	Independent Director
Javier Saade	53	Independent Director
Poonam Sharma	48	Independent Director

Daniel J. Hennessy, HVII’s Chairman and Chief Executive Officer since HVII’s formation, is also a Managing Member of Hennessy Capital Group LLC, an alternative investment firm he established in 2013 that focuses on sustainable industrial technology and infrastructure sectors. Mr. Hennessy has also served as a director of Innventure, Inc. (NASDAQ: INV) since October 2024. Since September 2023, Mr. Hennessy has served as the Chairman of the Board of Directors of Compass Digital Acquisition Corp. (NASDAQ: CDAQ). In September 2024, Compass Digital entered into a definitive business combination agreement with EEW Renewables Ltd., which agreement was subsequently terminated in November 2025. He also has served as Chairman of the Board and Chief Executive Officer of Hennessy Capital Investment Corp. VI, or Hennessy VI, from January 2021 until its business combination with Namib Minerals (NASDAQ: NAMM), which closed on June 5, 2025. He also served as Chairman of the Board and Chief Executive Officer of Hennessy Capital Investment Corp. V, or Hennessy V, from October 2020 until its liquidation in December 2022. Mr. Hennessy served as Chairman of the Board and Chief Executive Officer of Hennessy Capital Acquisition Corp. IV, or Hennessy IV from March 2019 until its business combination with Canoo Holdings Ltd, which closed on December 21, 2020 and changed its name to Canoo Inc. Canoo Inc. filed for bankruptcy and ceased all operations on January 17, 2025. He also served as a senior advisor to PropTech Investment Corporation II, a special purpose acquisition company targeting businesses in the real estate technology industry, and 7GC & Co. Holdings Inc., a special purpose acquisition company targeting businesses in the technology industry. Mr. Hennessy previously served as senior advisor to PropTech Acquisition Corporation, a special purpose acquisition company targeting businesses in the real estate technology industry, which closed its initial business combination with Porch Group Inc. (Nasdaq: PRCH) in December 2020. From January 2017 to October 2018, Mr. Hennessy served as Chairman of the Board and Chief Executive Officer of Hennessy Capital Acquisition Corp. III, or Hennessy III, which merged with NRC Group Holdings, LLC, a global provider of comprehensive environmental, compliance and waste management services, in October 2018, and in November 2019, NRC Group Holdings Corp. merged with U.S. Ecology, Inc., and Mr. Hennessy served as a director of NRC Group Holdings Corp. from October 2018 to October 2019. From April 2015 to February 2017, Mr. Hennessy served as Chairman of the Board and Chief Executive Officer of Hennessy Capital Acquisition Corp. II, or Hennessy II, which merged in February 2017 with Daseke, which was subsequently acquired in April 2024 by TFI International (NYSE and TSX: TFII). Mr. Hennessy served as Vice Chairman of the Board of Daseke from February 2017 to June 2021. From September 2013 to February 2015, Mr. Hennessy served as Chairman of the Board and Chief Executive Officer of Hennessy Capital Acquisition Corp., or Hennessy I, which merged with School Bus Holdings Inc. in February 2015 and is now known as Blue Bird Corporation (NASDAQ: BLBD), and Mr. Hennessy served as Vice Chairman of the Board of Blue Bird Corporation from February 2015 to April 2019. Mr. Hennessy holds a B.A. degree, magna cum laude, from Boston College and an M.B.A. from the University of Michigan Ross School of Business. Mr. Hennessy was selected to serve as director due to his experience in private equity and public and private company board governance, as well as his background in finance and his experience with Hennessy I, Hennessy II, Hennessy III, Hennessy IV, Hennessy V and Hennessy VI.

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Thomas D. Hennessy, the son of Mr. Daniel J. Hennessy and HVII’s President and Chief Operating Officer since HVII’s formation, and a director since November 2024, is also a Managing Member of Hennessy Capital Group LLC, an alternative investment firm founded in 2013 that focuses on investing in industrial, infrastructure, real estate and sustainable technologies. Since August 2023, Mr. Hennessy has served as Chief Executive Officer and as a director of Compass Digital Acquisition Corp. (Nasdaq: CDAQ), a SPAC, which in September 2024 entered and announced a definitive business combination agreement with EEW Renewables Ltd., a proven developer of utility-scale renewable energy projects across Europe and Australia. Previously, amongst other roles, Mr. Hennessy served as: (i) Chairman of the Board and Chief Executive Officer of Global Technology Acquisition Corp. I (a SPAC that liquidated its trust account and delisted its securities from Nasdaq in October 2024) since April 2024; (ii) Director of TortoiseEcofin Acquisition Corp. III from August 2023 until its liquidation in September 2024; (iii) Chairman of the Board and Chief Executive Officer of two, a SPAC, which in March 2024 closed a business combination agreement with LatAm Logistic Properties S.A. (NYSE: LPA), a leading developer, owner and manager of institutional quality, class A industrial and logistics real estate in Central and South America; (iv) Director of Jaguar Global Growth Corporation I, a SPAC, which in October 2023 closed a business combination with Captivision Inc. (Nasdaq: CAPT), a leading designer and manufacturer of architectural media display glass; (v) Director of 7GC & Co. Holdings Inc., a SPAC, which in December 2023 closed a business combination with Banzai International, Inc. (Nasdaq: BNZI), a leading marketing technology company that provides data-driven marketing and sales solutions; (vi) Chairman of the Board and Co-Chief Executive Officer of PropTech Investment Corporation II, a SPAC, which in November 2022 closed a business combination with Appreciate Holdings, Inc.; and (vii) Chairman of the Board and Co-Chief Executive Officer of PropTech Acquisition Corporation, a SPAC, which in December 2020, closed a business combination with Porch Group Inc. (Nasdaq: PRCH) and subsequently served as an independent director of Porch Group Inc. Mr. Hennessy previously served as a Portfolio Manager of Abu Dhabi Investment Authority (ADIA). Mr. Hennessy holds a B.A. degree from Georgetown University and an MBA from the University of Chicago Booth School of Business. Mr. Hennessy was selected to serve as director due to his experience in private equity and public and private company board governance, as well as his background in finance and his experience with Compass Digital Acquisition Corp., Global Technology Acquisition Corp. I, TortoiseEcofin Acquisition Corp. III, two, Jaguar Global Growth Corporation I, 7GC & Co. Holdings Inc., PropTech Investment Corporation II and PropTech Acquisition Corporation.

Nicholas Geeza, HVII’s Executive Vice President, Chief Financial Officer and Secretary since HVII’s formation, has served since April 2023, as Head of Business Development of Hennessy Capital Growth Strategies, an alternative investment company, since April 2023, and as Chief Financial Officer of Compass Digital Acquisition Corp (NASDAQ: CDAQ), a special purpose acquisition company, since August 2023, and since April 2024, as Chief Financial Officer of Global Technology Acquisition Corp. I, a special purpose acquisition company that liquidated its trust account and delisted its securities from Nasdaq in October 2024.

Mr. Geeza previously served as Executive Vice President, Chief Financial Officer and Secretary, and the principal financial and accounting officer of Hennessy Capital Investment Corp. VI, a special purpose acquisition company until its business combination with Namib Minerals (NASDAQ: NAMM), which closed on June 5, 2025, from August 2024 to June 2025, Chief Financial Officer of two, a special purpose acquisition company, from May 2023 to March 2024, and as Enterprise Sales Director for Capital Preferences, Ltd., a wealth technology platform focused on using behavioral economics to reveal client preferences and drive increased assets under management for global enterprise financial institutions, from March 2022 to April 2023. From November 2007 to March 2022, Mr. Geeza served as Senior Vice President in the Derivative Products Group at U.S. Bank National Association, where he was responsible for developing and servicing client relationships in the National Corporate Banking Technology, Automotive and Insurance divisions. During his tenure, Mr. Geeza assisted in the development and successful implementation of a dynamic hedging platform, advised on compliance with U.S. GAAP accounting requirements, and negotiated International Swaps and Derivatives Association, Dodd-Frank, and collateral management documentation. Prior to U.S. Bank, Mr. Geeza worked at JP Morgan Chase & Co. in New York. Mr. Geeza graduated Cum Laude with a B.S. from Georgetown University and earned an MBA from the University of Chicago Booth School of Business.

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Grant R. Allen has served as a member of HVII’s board of directors since HVII’s initial public offering. Mr. Allen has served as a Venture Partner of Giant Ventures since May 2024. Mr. Allen previously served as founding General Partner from August 2019 to January 2024 at SE Ventures, a financially oriented, single LP fund created in partnership with Schneider Electric. Prior to SE Ventures, Mr. Allen served as global head of venture investing at Zurich-based ABB Ltd. where he was also a member of ABB’s Technology Leadership Team and served on the Board of Directors of Enbala Power Networks, acquired in 2020 by Generac, and Industrial Defender, acquired by Lockheed Martin in 2014. Prior to joining ABB in 2010, Mr. Allen worked at Core Capital Partners, Microsoft Corporation, Dean & Company and Bates White. Mr. Allen graduated cum laude from Duke University’s Pratt School of Engineering with a BSE in Civil and Environmental Engineering and received his MBA from The Wharton School of the University of Pennsylvania. Mr. Allen was selected to serve as director due to his extensive experience investing and venture capital background.

Brian Bonner has served as a member of HVII’s board of directors since HVII’s initial public offering and chairs HVII’s compensation committee. Mr. Bonner served on Board of Directors of Daseke from February 2015 to April 2024, including roles as Executive Chairman (August 2019 until August 2020), Independent Chairman of the Board of Directors of Daseke (August 2020 until June 2022) and Chair of the Compensation Committee of the Board of Directors of Daseke (January 2020 until July 2022) and the Audit and Compensation Committees of the Board of Directors of Daseke. Mr. Bonner’s 33-year career with Texas Instruments, Inc. (NASDAQ: TXN), a Fortune 500 publicly traded technology company that designs and manufactures semiconductors and various integrated circuits, spanned several executive leadership positions, including Vice President and Chief Information Officer from 2000 to 2014 and other leadership positions in product profit and loss management, worldwide marketing, and post-acquisition integration. Mr. Bonner served as a member on the Board of Directors of Copper Mobile from 2012 to 2015 and as an advisory board member for Gemini Israel Funds from June 2004 to May 2015. He holds an MBA in Marketing and Finance from the Fuqua School of Business at Duke University, an MSEE and BSEE from the University of Michigan, and a BA in Physics from Kalamazoo College. Mr. Bonner was selected to serve as director due to his experience and insight in sales management; human capital management, organization and compensation; corporate oversight and governance; business performance; business scaling post-acquisition implementation/integration; information technology management and development; and cybersecurity and information technology systems.

Anna Brunelle has served as a member of HVII’s board of directors since HVII’s initial public offering. Ms. Brunelle has served as Chief Financial Officer of May Mobility, an autonomous driving company, since October 2023, and Compass Digital Acquisition Corp. since September 2023. Ms. Brunelle served as an Independent Director of Hennessy Capital Investment Corp. VI from October 2021 to June 2025. Previously, Ms. Brunelle served as Chief Financial Officer of Ouster Inc. from August 2020 to May 2023, which completed a business combination with Colonnade Acquisition Corp., a SPAC, in March 2021, which subsequently merged with Velodyne Lidar, Inc. (previously NASDAQ: VLDR) in February 2023. She previously served as Chief Financial Officer of Kinestral Technologies from April 2018 through May 2020 and Chief Financial Officer and Interim Chief Operating Officer of Soylent from March 2016 through October 2017. She has also served as Chief Financial Officer of GlobalLogic, Chief Financial Officer of Tivo, Inc. and Senior Consultant for Deloitte & Touche, LLP. Ms. Brunelle currently serves as a director of Compass Digital Acquisition Corp. (NASDAQ: CDAQ) and as a director of Bolt Threads, Inc. and previously served as a director of Halio International from March 2019 through May 2020. During her tenure in leadership positions, she has worked on successful IPOs of technology companies and completed multiple private and public acquisitions and divestitures. Ms. Brunelle received her B.S. in Business Administration (accounting concentration) from California Polytechnic State University — San Luis Obispo. Ms. Brunelle was selected to serve as a director due to her background in accounting and finance and her experience as the chief financial officer for both public and private companies and as a director.

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Javier Saade has served as a member of HVII’s board of directors since HVII’s initial public offering. Mr. Saade is Founder & Managing Partner of Impact Master Holdings since 2019, Venture Partner at Fenway Summer since 2016, and Operating Partner at Presidio Investors since 2023. He also serves as Chairman of the Board of Directors of GP Funding, Inc. (private-equity-owned financial services company) since 2019, Chairman of the Board of Directors of The Only Agency (private equity-owned media & entertainment company) since 2024, Member of the Board of Directors of VCheck Global Holdings (private-equity-owned tech services company) since 2024, Member of the Board of Trustees of Swedish Providence (a large health services enterprise), Member of the Board of Advisors of Harvard University’s Arthur Rock Center for Entrepreneurship, Executive Fellow at Harvard Business School, Lecturer at University of Washington’s Foster School of Business, CNBC Contributor and host of “Top Of The Game”. Mr. Saade Javier served as Audit Committee Chair of the Board of Directors of SoftBank Vision Fund Investment Corp. (NASDAQ: SVFA) from January 2021 to March 2023, Lead Independent Director and Nominations & Governance Committee Chair of the Board of Directors of Porch Group, Inc. (NASDAQ: PRCH) December 2020 to March 2022, Board Member of Global Technology Acquisition Corp. (NASDAQ: GTAC) from 2023 to 2024, Board Member of two inc. from 2023 to 2024, now Logistics Properties of the Americas (NYSE: LPA), Member of the Boards of Trustees of The Nature Conservancy and Pan American Development Foundation and Member of the Board of Advisors of DocuSign, Inc. (NASDAQ: DOCU). In 2013, he was appointed by the White House to serve as Associate Administrator, Chief of Investment & Innovation of the U.S. Small Business Administration (SBA), concurrently served on the Committee for Small and Emerging Companies at the U.S. Securities & Exchange Commission (SEC) and subsequently served on the Presidential Transition at the Department of Treasury and the White House’s Advisory Committee for Trade Policy and Negotiations. Prior to public service he spent over 20 years in investing, entrepreneurial, operating and advisory roles at McKinsey & Company, Booz Allen & Hamilton (NYSE: BAH), Bridgewater Associates, Abbott Laboratories (NYSE: ABT) and Air America, a company he co-founded. He holds an MBA from Harvard Business School, an MS in Operations & Technology from Illinois Institute of Technology and a BS in Industrial Management from Purdue University. Mr. Saade was selected to serve as a director of the Company due to his extensive operating, entrepreneurial, strategy, capital allocation and governance experience with public and private companies.

Poonam Sharma has served as a member of HVII’s board of directors since HVII’s initial public offering and chairs HVII’s audit committee. Ms. Sharma has served as an Investment Committee Advisor of Healthy Home Innovation Fund since March 2024 and as an Independent Director of Lumen Energy since January 2024. Ms. Sharma previously served as an Independent Director of Fifth Wall Acquisition Corp. III from May 2021 to December 2023, which completed its business combination with Mobile Infrastructure Corporation (NYSE American: BEEP). Ms. Sharma is also a serial entrepreneur, real estate industry veteran and public speaker with a passion for innovating around the built world. Most recently CEO of Raise, she aimed to revolutionize childcare for the future of work. Previously, she founded StealthForce, (the gig economy of real estate; a resource and project management platform for CRE), which was exited in early 2019. Prior to StealthForce, she was Deputy to the Head of Global Real Estate Asset Management at Partners Group AG ($40 billion AUM), and earlier employee 13 at The Gerson Lehrman Group, which was the world’s first institutional expert network. Ms. Sharma earned her Bachelor of Arts at Harvard and Master of Business Administration at Wharton, and spent over a decade in real estate development and investment. Ms. Sharma was selected to serve as a director due to her past leadership experience.

Number and Terms of Office of Officers and Directors

The HVII Board consists of seven members. Holders of the Founder Shares have the right to elect all of HVII’s directors or remove any one of them for any reason prior to consummation of HVII’s initial business combination, and holders of HVII Public Shares will not have the right to vote on the appointment or removal of directors during such time. These provisions of the HVII Charter may only be amended if approved by a majority of at least 90% of HVII Ordinary Shares voting at a general meeting. HVII may not hold an annual meeting of HVII Shareholders until after it consummates its initial business combination. In accordance with Nasdaq corporate governance requirements, HVII is not required to hold an annual meeting until one year after its first fiscal year end following its listing on Nasdaq. Subject to any other special rights applicable to the HVII Shareholders, any vacancies on the HVII Board may be filled by the vote of the remaining directors then in office.

HVII’s officers are appointed by the HVII Board and serve at the discretion of the HVII Board, rather than for specific terms of office. The HVII Board is authorized to appoint persons to the offices set forth in the HVII Charter as it deems appropriate. The HVII Charter provides that its officers may consist of a Chief Executive Officer, a President, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer, Assistant Treasurers and such other offices as may be determined by the HVII Board.

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Director Independence

Nasdaq listing standards require that a majority of the HVII Board be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. As of the date of this proxy statement/prospectus, HVII has determined that directors Mr. Allen, Mr. Bonner, Ms. Brunelle, Mr. Saade and Ms. Sharma are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. The audit committee of HVII is entirely composed of independent directors meeting Nasdaq’s additional requirements applicable to members of the audit committee. The independent directors of HVII have regularly scheduled meetings at which only independent directors are present.

Executive Officer and Director Compensation

As of the date of the IPO, none of HVII’s officers or directors received any compensation for services rendered to it.

The Sponsor and HVII’s officers, directors and their respective affiliates are reimbursed for any out-of-pocket expenses incurred in connection with activities on HVII’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. In addition, commencing on the date on which HVII’s securities were first listed on Nasdaq, HVII pays an amount equal to $25,000 per month to an affiliate of the Sponsor for office space, utilities and secretarial and administrative support, which amount was an aggregate of $15,000 per month prior to September 1, 2025, and HVII pays Nicholas Geeza, its Chief Financial Officer, $10,000 per month for his services until the earlier of the consummation of HVII’s initial business combination or its liquidation. Each of Mr. Allen, Mr. Bonner, Ms. Brunelle and Mr. Saade received 25,000 founder shares for his or her service as a director and Ms. Sharma received 30,000 founder shares for her service as a director. HVII’s audit committee reviews on a quarterly basis all payments that were made by it to its sponsor, officers, directors or any of their respective affiliates.

After the completion of HVII’s initial business combination, directors or members of its management team who remain with HVII may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to HVII Public Shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to HVII Public Shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to HVII’s officers after the completion of its initial business combination will be determined by a compensation committee constituted solely by independent directors.

HVII is not party to any agreements with its executive officers and directors that provide for benefits upon termination of providing services to it. The existence or terms of any such employment, independent contractor or service provider arrangements may influence HVII’s management’s motivation in identifying or selecting a target business, and HVII does not believe that the ability of its management to remain with it after the consummation of its initial business combination should be a determining factor in its decision to proceed with any potential business combination.

Committees of the HVII Board

The HVII Board has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that has been approved by the HVII Board and has the composition and responsibilities described below.

Audit Committee

HVII has established an audit committee of the HVII Board. The members of HVII’s audit committee are Ms. Sharma, Mr. Bonner and Ms. Brunelle, with Ms. Sharma chairing the audit committee. Under Nasdaq listing standards and applicable SEC rules, HVII is required to have at least three members on the audit committee, all of whom must be independent. Each of Ms. Sharma, Mr. Bonner and Ms. Brunelle meets the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

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Each member of the audit committee is financially literate, and the HVII Board has determined that Ms. Sharma qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

HVII has adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including:

● assisting HVII Board oversight of (1) the integrity of HVII’s financial statements, (2) HVII’s compliance with legal and regulatory requirements, (3) HVII’s independent registered public accounting firm’s qualifications and independence and (4) the performance of HVII’s internal audit function and independent registered public accounting firm;

● reviewing the appointment, compensation, retention, replacement and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by HVII;

● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by HVII, and establishing pre-approval policies and procedures;

● reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with HVII in order to evaluate their continued independence;

● setting clear hiring policies for employees or former employees of the independent registered public accounting firm;

● setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

● obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

● meeting to review and discuss HVII’s annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing HVII’s specific disclosures under “HVII’s Management’s Discussion and Analysis”;

● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to HVII entering into such transaction; and

● reviewing with management, the independent registered public accounting firm, and HVII’s legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding HVII’s financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

HVII has established a compensation committee of the HVII Board. The members of HVII’s compensation committee are Mr. Bonner, Mr. Allen and Mr. Saade, with Mr. Bonner chairing the compensation committee. Under Nasdaq listing standards and applicable SEC rules, HVII is required to have at least two members on the compensation committee, all of whom must be independent. Each of Mr. Bonner, Mr. Allen and Mr. Saade are independent.

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HVII has adopted a compensation committee charter, which details the purpose and responsibility of the compensation committee, including:

● reviewing and approving on an annual basis the corporate goals and objectives relevant to HVII’s Chief Executive Officer’s compensation, evaluating HVII’s Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of HVII’s Chief Executive Officer based on such evaluation;

● reviewing and making recommendations to the HVII Board with respect to (or approving, if such authority is so delegated by the HVII Board) the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of HVII’s other officers;

● reviewing HVII’s executive compensation policies and plans;

● implementing and administering HVII’s incentive compensation equity-based remuneration plans;

● assisting management in complying with HVII’s proxy statement and annual report disclosure requirements;

● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for HVII’s officers and service providers;

● producing a report on executive compensation to be included in HVII’s annual proxy statement; and

● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Director Nominations

HVII does not have a standing nominating committee, though it intends to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The HVII Board believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Mr. Allen, Mr. Bonner, Ms. Brunelle, Mr. Saade and Ms. Sharma. In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, HVII does not have a nominating committee charter in place.

HVII has not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the HVII Board considers educational background, diversity of professional experience, knowledge of HVII’s business, integrity, professional reputation, independence, wisdom and the ability to represent the best interests of HVII Shareholders. Prior to HVII’s initial business combination, holders of HVII Public Shares will not have the right to recommend director candidates for nomination to the HVII Board.

Code of Ethics

HVII has adopted a Code of Ethics applicable to its directors, officers and service providers. HVII has filed a copy of its Code of Ethics and its audit and compensation committee charters as exhibits to its registration statement on Form S-1 (File No. 333-283087) filed in connection with the IPO.

Investors may review these documents by accessing HVII’s public filings at the SEC’s website at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from HVII. HVII intends to disclose any amendments to or waivers of certain provisions of its Code of Ethics in a Current Report on Form 8-K.

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Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

● duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

● duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

● directors should not improperly fetter the exercise of future discretion;

● duty to exercise powers fairly as between different sections of shareholders;

● duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

● duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings.

HVII’s management team is responsible for the management of HVII’s affairs. As described above and below, each of HVII’s officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of HVII’s officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to HVII. These conflicts may not be resolved in HVII’s favor and a potential target business may be presented to another entity, prior to its presentation to HVII. The HVII Charter will provide that to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as HVII; and (ii) HVII renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity to any director or officer on the one hand, and HVII, on the other. As a result, the fiduciary, contractual or other obligations or duties of HVII’s officers or directors could materially affect HVII’s ability to complete an initial business combination.

HVII is not prohibited from pursuing an initial business combination with a company that is affiliated with members of HVII’s management team. In the event HVII seeks to complete an initial business combination with a business that is affiliated with members of HVII’s management team, HVII, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent registered public accounting firm, that such an initial business combination is fair to HVII from a financial point of view.

Members of HVII’s management team may participate in the formation of, invest in (on behalf of themselves, their affiliates or its and their clients), or become an officer or director of, any other blank check company prior to completion of HVII’s initial business combination. As a result, members of HVII’s management team could have conflicts of interest in determining whether to present business combination opportunities to HVII or to any other blank check company with which they may become involved.

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Potential investors should also be aware of the following other potential conflicts of interest:

● None of HVII’s officers or directors is required to commit his or her full time to HVII’s affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.

● In the course of their other business activities, HVII’s officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to HVII as well as the other entities with which they are affiliated. HVII’s management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

● The Initial Shareholders and HVII’s officers and directors will agree to waive their redemption rights with respect to any Founder Shares and any HVII Public Shares held by them in connection with the consummation of HVII’s initial business combination. Additionally, the Initial Shareholders and HVII’s officers and directors will agree to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if HVII fails to consummate HVII’s initial business combination within the Completion Window. However, if the Initial Shareholders or any of HVII’s officers, directors or affiliates acquire HVII Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such HVII Public Shares if HVII fails to consummate an initial business combination within the Completion Window. If HVII does not complete an initial business combination within such applicable time period, the proceeds of the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of HVII Public Shares, and the Private Placement Units will expire worthless. Except as described herein, (1) pursuant to the Letter Agreement entered into with HVII, the Initial Shareholders and HVII’s officers and directors will agree not to transfer, assign or sell any Founder Shares held by them until 180 days after completion of HVII’s initial business combination. Any permitted transferees would be subject to the same restrictions and other agreements of the Sponsor with respect to any Founder Shares, and (2) pursuant to the Letter Agreement entered into with HVII, the Sponsor will agree not to transfer, assign or sell any Private Placement Units and the HVII Class A Ordinary Shares underlying such Private Placement Units and the Private Placement Rights included in such Private Placement Units until 30 days after the completion of HVII’s initial business combination. HVII refers to such transfer restrictions throughout this proxy statement/prospectus as the lock-up. Notwithstanding the foregoing, if HVII completes a liquidation, merger, stock exchange, reorganization or other similar transaction after HVII’s initial business combination that results in all of the HVII Public Shareholders having the right to exchange their HVII Class A Ordinary Shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Since the Sponsor, members of HVII’s management team may directly or indirectly own HVII Ordinary Shares and HVII Rights following this offering, HVII’s officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate HVII’s initial business combination.

● HVII’s key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following HVII’s initial business combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination.

● HVII’s key personnel may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such key personnel was included by a target business as a condition to any agreement with respect to HVII’s initial business combination.

● The Sponsor and members of HVII’s management team directly or indirectly own HVII Securities, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate HVII’s initial business combination. The Sponsor invested in HVII an aggregate of $5,025,000, comprised of the $25,000 purchase price for the Founder Shares (or approximately $0.004 per Founder Share) and the $5,000,000 purchase price for the Private Placement Units (or $10.00 per Private Placement Unit).

● Certain members of HVII’s management team will receive compensation upon consummation of HVII’s initial business combination, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate HVII’s initial business combination as such compensation will not be received unless HVII consummates such business combination.

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● In the event the Sponsor or members of HVII’s management team provide loans to HVII to finance transaction costs and/or incur expenses on HVII’s behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate HVII’s initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless HVII consummates such business combination.

● Similarly, if HVII agrees to pay the Sponsor or a member of HVII’s management team a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of HVII’s initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate HVII’s initial business combination as any such fee may not be paid unless HVII consummates such business combination.

● HVII is not prohibited from pursuing an initial business combination with a company that is affiliated with the Sponsor, HVII’s directors or members of HVII’s management team; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate HVII’s initial business combination as such affiliated person(s) would have interests different from HVII Public Shareholders and would likely not receive any financial benefit unless HVII consummated such business combination.

The conflicts described above may not be resolved in HVII’s favor.

Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties:

Individual	Entity	Entity’s Business	Affiliation
Daniel J. Hennessy	Hennessy Capital Group LLC	Investments	Managing Member
	Compass Digital Acquisition Corp.	Blank Check Company	Chairman
	Innventure, Inc.	Technology Solutions	Director
Thomas D. Hennessy	Hennessy Capital Group LLC	Investments	Managing Member
	Compass Digital Acquisition Corp.	Blank Check Company	Chief Executive Officer and Director
	Global Technology Acquisition Corp. I	Blank Check Company	Chairman of the Board and Chief Executive Officer
Nicholas Geeza	Compass Digital Acquisition Corp.	Blank Check Company	Chief Financial Officer
	Global Technology Acquisition Corp. I	Blank Check Company	Chief Financial Officer
Grant R. Allen	Giant Ventures	Venture Capital	Venture Partner
Anna Brunelle	May Mobility	Autonomous Vehicle Technology	Chief Financial Officer
	Compass Digital Acquisition Corp.	Blank Check Company	Director
Javier Saade	Presidio Investors	Financial Services/Private Equity	Operating Partner
	Impact Master Holdings	Business Advisory, Media & Entertainment	Founder & Managing Partner
Poonam Sharma	Lumen Energy	Technology	Director
	Healthy Home Innovation Fund	Venture Capital	Independent Advisor

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HVII is not prohibited from pursuing an initial business combination with a company that is affiliated with members of HVII’s management team. In the event we seek to complete an initial business combination with a business that is affiliated with members of HVII’s management team, HVII, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent registered public accounting firm, that such an initial business combination is fair to HVII from a financial point of view. HVII is not required to obtain such an opinion in any other context.

In addition, the Sponsor or any of its affiliates, or any of their respective clients, may make additional investments in the company in connection with the initial business combination, although the Sponsor and its affiliates have no obligation or current intention to do so. If the Sponsor or any of its affiliates elects to make additional investments, such proposed investments could influence the Sponsor’s motivation to complete an initial business combination.

In the event that HVII submits HVII’s initial business combination to HVII Public Shareholders for a vote, the initial shareholders and HVII’s officers and directors will agree to vote any Founder Shares and any HVII Public Shares held by them in favor of HVII’s initial business combination, and HVII’s officers and directors also will agree to vote HVII Public Shares purchased by them (if any) during or after this offering in favor of HVII’s initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction).

The Business of the Sponsor

HVII’s sponsor is a Nevada limited liability company formed for the purpose of serving as HVII’s sponsor in connection with its search for an initial business combination. The Sponsor has no prior or current involving in other special acquisition companies. The business of the Sponsor is managed by HCG. The roles and responsibilities of the Sponsor and its affiliates are to initiate HVII’s formation through the IPO, to identify, acquire and operate one or more businesses, and to hold security interests in HVII.

The following entities and individuals have a direct or indirect material interest in the Sponsor:

(i) Hennessy Capital Group, LLC, a Delaware limited liability company (“HCG”) has a direct material interest in HVII’s sponsor as its sole managing member;

(ii) Daniel J. Hennessy has an indirect material interest in the Sponsor as a managing member and majority equity owner of HCG; and

(iii) Thomas D. Hennessy has an indirect material interest in the Sponsor as a managing member and minority equity owner of HCG.

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HVII MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

HVII is a SPAC organized in the Cayman Islands on September 27, 2024, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. HVII intends to effectuate its initial business combination using cash derived from the proceeds of the IPO and the sale of the Private Placement Units and any sale of securities in connection with the IPO, its shares, debt or a combination of cash, shares and debt.

The issuance of additional HVII Ordinary Shares in an initial business combination:

● may significantly dilute the equity interest of the HVII Public Shareholders, which dilution would increase if the anti-dilution provisions in the HVII Class B Ordinary Shares resulted in the issuance of HVII Class A Ordinary Shares on a greater than one-to-one basis upon conversion of the HVII Class B Ordinary Shares;

● may subordinate the rights of holders of HVII Ordinary Shares if preference shares is issued with rights senior to those afforded to HVII Ordinary Shares;

● could cause a change of control if a substantial number of HVII Ordinary Shares are issued, which may affect, among other things, HVII’s ability to use its net operating loss carry forwards, if any, and could result in the resignation or removal of HVII’s present officers and directors;

● may have the effect of delaying or preventing a change of control of HVII by diluting the equity ownership or voting rights of a person seeking to obtain control of HVII; and

● may adversely affect prevailing market prices for HVII Class A Ordinary Shares and/or HVII Rights.

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

● default and foreclosure on HVII’s assets if its operating revenues after an initial business combination are insufficient to repay its debt obligations;

● acceleration of HVII’s obligations to repay the indebtedness even if it makes all principal and interest payments when due if HVII breaches certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

● HVII’s immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

● HVII’s inability to obtain necessary additional financing if the debt contains covenants restricting its ability to obtain such financing while the debt is outstanding;

● HVII’s inability to pay dividends on HVII Ordinary Shares;

● using a substantial portion of HVII’s cash flow to pay principal and interest on its debt, which will reduce the funds available for dividends on HVII Ordinary Shares, expenses, capital expenditures, acquisitions and other general corporate purposes;

● limitations on HVII’s flexibility in planning for and reacting to changes in its business and in the industry in which it operates;

● increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

● limitations on HVII’s ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of its strategy and other purposes; and

● other disadvantages compared to its competitors who have less debt.

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

Factors That May Adversely Affect HVII’s Results of Operations

HVII’s results of operations and its ability to complete a business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond HVII’s control. HVII’s results of operations and its ability to consummate a business combination could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. HVII cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact HVII’s business and its ability to complete an initial business combination.

Recent Events

Business Combination Agreement

On October 22, 2025, HVII, Merger Sub and ONE Nuclear entered into the Business Combination Agreement, which contemplates a $1.0 billion equity valuation of ONE Nuclear and an all-stock combination transaction. ONE Nuclear is an independent developer of large-scale energy solutions powered by natural gas and advanced nuclear small modular reactor (SMR) technologies.

Pursuant to the Business Combination Agreement, the parties thereto will enter into a business combination transaction by which, among other things, (i) HVII will transfer by way of continuation and deregistration to and domesticate as a Delaware corporation and (ii) Merger Sub will merge with and into ONE Nuclear, with ONE Nuclear being the surviving entity of the Merger and becoming a direct, wholly-owned subsidiary of New ONE Nuclear. Upon Closing, ONE Nuclear will become a direct, wholly-owned subsidiary of New ONE Nuclear, and New ONE Nuclear will be a publicly traded company operating under the name “ONE Nuclear.” Following the Closing, shares of New ONE Nuclear Common Stock are expected to trade on Nasdaq under the ticker symbol “ONEN.”

The Closing will occur no later than the third business day following the satisfaction or waiver of all of the closing conditions, or at such other time or in such other manner as agreed upon by HVII and ONE Nuclear in writing.

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

Results of Operations

HVII has neither engaged in any operations nor generated any operating revenues to date. The only activities from inception through September 30, 2025, were organizational activities and those necessary to prepare for the IPO, described below. HVII does not expect to generate any operating revenues until after the completion of its initial business combination. It expects to generate non-operating income in the form of interest income from funds held after the IPO. Subsequent to the IPO, HVII has incurred increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, an initial business combination.

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For the three months ended September 30, 2025, HVII had net income of $1,191,791, which consisted of interest earned on marketable securities held in the Trust Account of $1,997,672, interest earned on cash equivalents of $13,338 offset by $819,219 of general and administrative costs.

For the nine months ended September 30, 2025, HVII had net income of $3,730,312, which consisted of interest earned on marketable securities held in the Trust Account of $5,446,141, interest earned on cash equivalents of $41,335 offset by $1,757,164 of general and administrative costs.

For the period from September 27, 2024 (Inception) through September 30, 2024, HVII had a net loss of $10,420 which consisted of general and administrative costs.

For the period from September 27, 2024 (inception) through December 31, 2024, HVII had a net loss of $47,952, which consisted of formation and general and administrative costs.

Liquidity and Capital Resources

Until the consummation of the IPO, HVII’s only source of liquidity was an initial purchase of Founder Shares by the Sponsor for $25,000 and loans from the Sponsor, which were repaid at the closing of the IPO.

On January 21, 2025, HVII consummated the IPO of 19,000,000 HVII Units, which includes the partial exercise by the IPO underwriters of their over-allotment option in the amount of 1,500,000 HVII Units, at $10.00 per HVII Unit, generating gross proceeds of $190,000,000. Simultaneously with the closing of the IPO, HVII consummated the sale of an aggregate of 690,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $6,900,000. Of the 690,000 Private Placement Units, 500,000 Private Placement Units were purchased by the Sponsor, and an aggregate of 190,000 Private Placement Units were purchased by the IPO underwriters: CCM (133,000); Clear Street LLC (28,500); and Loop Capital Markets LLC (28,500).

Following the closing of the IPO and the sale of the Private Placement Units, a total of $190,000,000 was placed in the Trust Account. HVII incurred $12,656,782 of transaction costs consisting of $3,800,000 of cash underwriting fee, $7,600,000 of Deferred Underwriting Commissions and $1,256,782 of other offering costs.

HVII intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of permitted withdrawals and excluding Deferred Underwriting Commissions), to complete its initial business combination. To the extent that HVII’s share capital or debt is used, in whole or in part, as consideration to complete its initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue its growth strategies.

HVII intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses and structure, negotiate and complete an initial business combination and to pay taxes to the extent the interest earned on the Trust Account is not sufficient to pay HVII’s income taxes. As discussed above under “—Recent Events,” on October 22, 2024, HVII entered into a Business Combination Agreement. In addition, HVII may pay commitment fees for financing, fees to consultants to assist it with its search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular initial proposed business combination, although HVII does not have any current intention to do so. If HVII entered into an agreement where it paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific proposed initial business combination and the amount of HVII’s available funds at the time. HVII’s forfeiture of such funds (whether as a result of its breach or otherwise) could result in its not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

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

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

Off-Balance Sheet Financing Arrangements

HVII has no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025. HVII does not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. HVII has not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities or purchased any non-financial assets.

Contractual Obligations

HVII does not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay, commencing on January 17, 2025, an aggregate of $15,000 per month for office space, utilities and secretarial and administrative support services, which amount increased to an aggregate of $25,000 per month beginning September 1, 2025, and an agreement to pay Nicholas Geeza, HVII’s chief financial officer, an aggregate of $10,000 per month. HVII began incurring these fees on January 17, 2025, and will continue to incur these fees monthly until the earlier of the completion of its initial business combination and its liquidation. HVII has agreed to pay consulting and advisory fees of $11,000 per month, with a discretionary annual bonus of up to $25,000, to an affiliate of the Sponsor for services related to the execution and consummation of an initial business combination, which payments commenced in September 2025. An aggregate of approximately $9,068 was charged to operations for the three months and nine months ended September 30, 2025 for such consulting and advisory services. In addition, in January 2025, HVII began to compensate a Vice President of HVII $16,500 per month, with a discretionary annual bonus of up to $165,000, for her services. An aggregate of approximately $44,406 and $136,771, respectively, was charged to operations for the three months and nine months ended September 30, 2025, respectively, for such services.

The IPO underwriters were entitled to a cash underwriting discount of $0.20 per unit, or $3,800,000 in the aggregate, which was paid to the IPO underwriters in cash at the closing of the IPO. Additionally, the IPO underwriters are entitled to the Deferred Underwriting Commissions of up to $0.40 per unit, or up to $7,600,000 in the aggregate (subject to reduction based on the funds remaining in the Trust Account after giving effect to the HVII Public Shares that are redeemed in connection with an initial business combination), payable to the IPO underwriters for Deferred Underwriting Commissions on amounts remaining in the Trust Account after all redemptions by HVII Public Shareholders have been met. The Deferred Underwriting Commissions will become payable to the IPO underwriters from the amounts held in the Trust Account solely in the event HVII completes its initial business combination.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and income and expenses during the periods reported. Actual results could materially differ from those estimates. HVII has not identified any critical accounting estimates.

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CERTAIN HVII RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Founder Shares

On October 8, 2024, the Sponsor purchased an aggregate of 5,750,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.004 per Founder Share. On January 10, 2025, HVII issued an additional 958,333 Founder Shares for no additional consideration, resulting in the Sponsor holding a total of 6,708,333 Founder Shares. The number of Founder Shares issued was determined based on the expectation that the Founder Shares would represent 25% of the outstanding HVII Ordinary Shares upon completion of the IPO. In December 2024, the Sponsor transferred 250,000 Founder Shares to Nicholas Geeza, HVII’s Executive Vice President, Chief Financial Officer and Secretary, and an aggregate of 130,000 Founder Shares to its independent directors. In January 2025, the Sponsor transferred 750,000 Founder Shares to Thomas D. Hennessy, HVII’s President and Chief Operating Officer.

Private Placement Units

The Sponsor and the IPO underwriters purchased an aggregate of 690,000 Private Placement Units for a purchase price of $10.00 per Private Placement Unit in the private placement, for a total of $6,900,000. Of the 690,000 Private Placement Units, 500,000 Private Placement Units were purchased by the Sponsor, and an aggregate of 190,000 Private Placement Units were purchased by the IPO underwriters. The Private Placement Units (including the securities underlying such Private Placement Units) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor or the IPO underwriters until 30 days after the completion of HVII’s initial business combination.

If any of HVII’s officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to HVII if such entities reject the opportunity and he or she determines to present the opportunity to us. HVII’s officers and directors currently have other relevant fiduciary, contractual or other obligations or duties that may take priority over their duties to HVII.

The Sponsor and HVII’s officers and directors or any of their respective affiliates are reimbursed for any out-of-pocket expenses incurred in connection with activities on HVII’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. HVII’s audit committee reviews on a quarterly basis all payments that were made by HVII to the Sponsor and HVII’s officers, directors or any of their respective affiliates and determines which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on HVII’s behalf.

Related Party Loans

The Sponsor agreed to loan HVII of up to $250,000 to be used for a portion of the expenses of the IPO. The loan was non-interest bearing, unsecured and due at the earlier of March 31, 2025 or the closing of the IPO. As of December 31, 2024, HVII had borrowed $76,790 under the note. On January 21, 2025, HVII repaid the total outstanding balance of the note amounting to $109,994. Borrowings under the note are no longer available.

Administrative Support Agreement and Payments to Certain Officers

HVII pays an amount equal to $25,000 per month to an affiliate of the Sponsor for office space, utilities and secretarial and administrative support, which amount was an aggregate of $15,000 per month prior to September 1, 2025. Upon completion of HVII’s initial business combination or its liquidation, it will cease paying these monthly fees. Accordingly, in the event the consummation of HVII’s initial business combination takes the maximum 24 months, the Sponsor’s affiliates will be paid a total of $520,000 ($15,000 per month until August 31, 2025 and $25,000 per month beginning September 1, 2025) and will be entitled to be reimbursed for any out-of-pocket expenses.

HVII pays Nicholas Geeza, its Chief Financial Officer, $10,000 per month for his services until the earlier of the consummation of HVII’s initial business combination or its liquidation. HVII has agreed to pay, beginning in September 2025, consulting and advisory fees of $11,000 per month, with a discretionary annual bonus of up to $25,000, to an affiliate of the Sponsor for services related to the execution and consummation of an initial business combination, which payments commenced in September 2025.

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In addition, in order to finance transaction costs in connection with an initial business combination, the Sponsor, an affiliate of the Sponsor or HVII’s officers and directors may, but none of them is obligated to, loan HVII funds as may be required. If HVII completes its initial business combination, HVII would repay such loaned amounts out of the proceeds of the Trust Account released to HVII. In the event that HVII’s initial business combination does not close, it may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $2.5 million of such loans may be convertible into Private Placement Units at a price of $10.00 per Private Placement Unit at the option of the lender. The Private Placement Units would be identical to the Private Placement Units issued to the Sponsor. Except for the foregoing, the terms of such loans by the Sponsor, an affiliate of the Sponsor or HVII’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. HVII does not expect to seek loans from parties other than the Sponsor, an affiliate of the Sponsor or HVII’s officers and directors, if any, as HVII does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account.

After HVII’s initial business combination, members of its management team who remain with HVII, if any, may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to HVII Public Shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to HVII Public Shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider HVII’s initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive officer and director compensation.

Registration Rights

HVII has entered into a registration rights agreement with respect to the Founder Shares, Private Placement Units, Private Placement Units that may be issued upon conversion of working capital loans (and any HVII Class A Ordinary Shares underlying the Private Placement Units and any HVII Class A Ordinary Shares issuable upon conversion of the Founder Shares). At the Closing, the registration rights agreement will be amended and restated, which is described under the section of this proxy statement/prospectus entitled “Certain Agreements Related To the Business Combination — Amended and Restated Registration Rights Agreement.”

Related Party Transactions Policy

HVII has not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy.

HVII has adopted a Code of Ethics requiring it to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by the HVII Board (or the appropriate committee of the HVII Board) or as disclosed in its public filings with the SEC. Under HVII’s Code of Ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company.

In addition, HVII’s audit committee, pursuant to a written charter that HVII adopted prior to the consummation of the IPO, is responsible for reviewing and approving related party transactions to the extent that HVII enters into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. HVII’s audit committee reviews on a quarterly basis all payments that were made by HVII to the Sponsor or HVII’s officers or directors, or HVII’s or any of their affiliates.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, officer or service provider.

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To further minimize conflicts of interest, HVII has agreed not to consummate an initial business combination with an entity that is affiliated with any of the Sponsor or HVII’s officers or directors unless HVII, or a committee of independent and disinterested directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA or an independent registered public accounting firm that HVII’s initial business combination is fair to HVII from a financial point of view.

HVII is not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to the Sponsor, officers or directors, or HVII’s or their affiliates, for services rendered to HVII prior to or in connection with the completion of its initial business combination, including the following payments, all of which, if made prior to the completion of HVII’s initial business combination, will be paid from funds held outside the Trust Account:

● repayment of an aggregate of up to $250,000 in loans made to HVII by the Sponsor to cover offering-related and organizational expenses;

● payment to an affiliate of the Sponsor for office space, utilities and secretarial and administrative support, in an amount equal to $15,000 per month, which amount increased to $25,000 per month on September 1, 2025;

● payment of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of HVII’s initial business combination;

● reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination;

● repayment of loans which may be made by the Sponsor, an affiliate of the Sponsor or its officers and directors to finance transaction costs in connection with an initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $2.5 million of such loans may be convertible into Private Placement Units of the post-business combination entity at a price of $10.00 per Private Placement Unit at the option of the lender;

● payment of $10,000 per month until the earlier of the consummation of HVII’s initial business combination or its liquidation to HVII’s Chief Financial Officer;

● payment of consulting and advisory fees of $11,000 per month, with a discretionary annual bonus of up to $25,000, to an affiliate of the Sponsor for services related to the execution and consummation of an initial business combination; and

● payment to a Vice President of HVII of $16,500 per month, with a discretionary annual bonus of up to $165,000.

These payments may be made using funds that are not held in the Trust Account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the Trust Account released to HVII in connection therewith.

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INFORMATION ABOUT ONE NUCLEAR

Business Overview

ONE Nuclear Energy LLC (“ONE Nuclear,” “the Company,” or “ONE”) is a development stage independent power producer dedicated to solving one of the most critical bottlenecks in the 21st-century digital economy: the acute shortage of reliable, high-density, low-carbon baseload electricity and heat. The Company is structured to develop, own, and operate a portfolio of behind-the-meter (“BTM”) microgrids and energy parks that bypass the congested centralized energy transmission infrastructure of the United States. By combining the rapid deployment capabilities of high-efficiency natural gas generation with the long-term decarbonization and baseload potential of advanced Small Modular Reactors (“SMRs”), ONE Nuclear will offer a differentiated, dual-phase infrastructure solution tailored to the inelastic demand of hyperscale artificial intelligence (“AI”) data centers and critical industrial facilities. ONE Nuclear’s objective is to cultivate a diverse and sector-agnostic client base of energy-intensive end-users, including not just hyperscale AI and cloud data centers, but also industrial manufacturers, refineries, desalination plants and critical-infrastructure customers.

ONE Nuclear’s development model seeks to bring natural-gas capacity online in the near term while advancing staged deployment of factory-built SMRs as regulatory approvals, technology readiness, and customer demands allow. This model is designed to generate early revenue, validate site operations, and support long-term decarbonization objectives while enabling customers to scale load in multi-gigawatt increments. ONE Nuclear believes that this dual-track approach provides a differentiated path to delivering firm, low-carbon power at a pace consistent with emerging customer and market requirements.

ONE Nuclear is advancing a multi-gigawatt development pipeline across key U.S. regions, with priority sites currently in East Texas, Oklahoma and Washington state. These efforts are supported by a nationwide screening process that includes more than 75 candidate locations at varying stages of evaluation. ONE Nuclear has executed three memoranda of understanding relating to sites in East Texas, Oklahoma, and Washington state. ONE Nuclear management currently expects initial facilities to begin coming online in the fourth quarter of 2027, with up to 2 GW of natural-gas-powered generation capacity operating by the fourth quarter of 2028. With a strong pipeline, ONE Nuclear is positioned to capitalize on the super cycle of electrification and AI and data center-driven load growth.

ONE Nuclear Platform

ONE Nuclear’s goal is to establish a nationwide platform delivering large, reliable, and scalable energy solutions for data centers, industrial, and next-generation infrastructure customers.

“Build-Own-Operate” Model

ONE Nuclear intends to hold assets on its balance sheet for the long term, rather than adopting a “develop-and-flip” model common among energy project developers. The “Build-Own-Operate” model has a number of advantages, including:

● Alignment of Incentives: Long-term ownership ensures that ONE Nuclear is incentivized to prioritize build quality, operational safety, and lifecycle maintenance, aligning the Company’s interests with those of its anticipated customers, who typically enter into long-term Power Purchase Agreements (PPAs) with 15-20 year tenors.

● Maximizing Long-Term Cash Flows for Shareholders: Nuclear assets have operating lifespans of 60 to 80 years. Once the initial capital cost is amortized (typically over 20 years), these plants generate significant cash flow relative to their low marginal fuel costs.

ONE Nuclear’s energy-park model is structured as an integrated, multi-technology platform that enables the staged deployment of natural-gas generation, energy storage systems and advanced SMR capacity in a manner aligned with customer needs, regulatory timelines, and capital efficiency. ONE Nuclear expects its initial sites to be designed as a long-lived, scalable campus anchored initially by high-efficiency gas units capable of producing hundreds of megawatts (MW) of dispatchable power, and energy storage systems consisting of battery arrays to ensure 24/7 availability and reliability of power, followed by the phased installation of factory-built SMRs that provide zero-carbon baseload over multi-decade horizons. This sequencing will allow the Company to deliver reliable power and begin generating meaningful revenues while advancing the nuclear commissioning, engineering, licensing, and construction workstreams necessary to transition each campus into a fully integrated low-carbon energy park.

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The first development phase centers on the rapid deployment of natural-gas generation at the Company’s priority sites. Under ONE Nuclear’s Strategic Collaboration Agreement with Rolls-Royce SA, ONE has access to Rolls-Royce branded gas generation systems sized for multi-gigawatt parks, with up to 1 GW of capacity per site targeted for installation by the fourth quarter of 2028. To support the technical and engineering requirements of this near-term buildout, ONE executed a Technical Services Agreement with Black & Veatch, a global engineering firm specializing in large-scale power-generation and grid-integration projects. Under this agreement, Black & Veatch agreed to professional engineering services in accordance with recognized industry standards, including site engineering, and technical reviews across the full lifecycle of ONE’s gas and SMR development activities. Their role strengthens the Company’s ability to maintain consistent engineering quality across multiple sites, accelerate development timelines, and de-risk early-stage design and interconnection pathways that are critical for multi-gigawatt campus builds.

Beyond equipment and engineering, ONE Nuclear has advanced the commercial architecture that will underpin both gas and nuclear phases of the platform. ONE entered into a Strategic Collaboration Agreement with a leading global energy company, one of the world’s most sophisticated commodity-trading and power-marketing organizations, to explore a structured market-facing partnership spanning trading, risk management, PPA origination, and hybrid offtake structures. Under this agreement, the parties may evaluate using the counterparty as ONE’s trading partner for carbon-free nuclear output and excess gas-fired generation not covered by long-term PPAs; assess market-optimization strategies for SMR power, including participation in spot, forward, and ancillary-services markets; and collaborate on structuring PPAs, indexed contracts, and “carbon-pollution-free electricity” products for hyperscaler and industrial customers. The agreement also contemplates developing innovative trading processes, risk-management tools, and customer-development pathways that could expand market access for SMR-generated power while enhancing portfolio value across different time horizons.

The nuclear phase of the platform is designed around modularity, repeatability, and operational excellence. ONE Nuclear’s plans to engineer its sites to host multiple SMR units delivered as standardized, factory-built modules, an approach ONE believes enhances cost and schedule predictability relative to traditional “stick-built” nuclear construction. To strengthen operational readiness for this phase, ONE executed a Memorandum of Understanding (MOU) with Quadrant Nuclear Industries (“QNI”), a firm specializing in engineered nuclear components, High-Assay Low-Enriched Uranium fuel-cycle support, Nuclear Regulatory Commission (NRC)-compliant training programs, and operational best practices derived from U.S. Navy nuclear standards. The MOU establishes a structured discovery period in which the Company and QNI will jointly assess the feasibility of forming a long-term business partnership and identify alignment across workforce development frameworks, operations-support structures, regulatory-readiness initiatives, and long-term operating-model requirements, with QNI designating ONE as the only company with whom it is it is pursuing a long-term business arrangement for training and operational services directly related to ONE’s SMR Projects for the duration of the MOU.

Beyond equipment and operations, ONE Nuclear has also strengthened the commercial engine enabling it to be a holistic provider of energy. Under ONE’s Strategic Advisory Agreement with FutureWorx, the Company will benefit from a dedicated business-development partner focused on identifying and introducing data center developers, real-estate sponsors, and large energy offtakers suitable for co-located development at ONE’s energy parks. FutureWorx supports customer engagement at the earliest stage of project formation, including AI-compute build-outs, industrial-facility planning, and the integration of SMR deployment strategies into hyperscale campus design. This agreement enhances the Company’s ability to align site development timelines with anticipated customer load ramp-up and ensures that potential SMR orders are paired with strategic commercial partners from the outset.

Taken together, these strategic agreements reinforce the fundamental strengths of ONE Nuclear’s business platform: rapid near-term gas deployment; scalable multi-unit SMR build-out; engineering excellence supported by a globally recognized technical-services provider; market-facing commercialization capabilities strengthened by a leading global energy-trading company; operational expertise grounded in nationally recognized nuclear-operations standards; and structured access to hyperscaler and industrial offtake counterparties. As ONE Nuclear’s pipeline advances, ONE expects the integration of equipment supply, engineering, operational readiness, commercialization, regulatory alignment, and phased capital deployment to form a standardized playbook for replicating multi-gigawatt energy parks across multiple regions. This model is intended to support the long-term expansion of ONE’s portfolio, allowing the Company to evolve into a fully integrated develop-own-operate power company capable of delivering reliable, low-carbon energy at scale to the most demanding customers.

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Core Revenue Sources

ONE Nuclear’s revenue model is designed for resilience and growth. Core contracted revenues from power and capacity sales are expected to provide stable cash flows and project bankability, while certain ancillary revenues such as training services, heat sales, and grid service opportunities offer significant upside potential. As the Company scales its business operations, the portfolio of revenue streams is expected to diversify across behind-the-meter, grid-connected, and advanced manufacturing applications, positioning ONE Nuclear to capture value across the full energy ecosystem. While power sales remain the Company’s primary value driver, this multi-faceted revenue approach maximizes project economics and de-risks individual projects by reducing dependence on any single revenue source.

Behind-the-Meter (BTM) Power Sales ($/MWh).

Power sales represent the primary revenue driver, structured as long-term Power Purchase Agreements (“PPAs”) with investment-grade counterparties. These contracts will provide predictable cash flows with 10-25 year tenors, insulating the project from merchant market volatility while offering customers price certainty and energy security. Power pricing will be structured to reflect the customer’s alternative cost of electricity, including avoided grid electricity costs (such as transmission and distribution costs) and avoided backup generator costs and fuel hedging expenses.

Capacity Sales ($/kW-month).

Capacity payments will compensate ONE Nuclear for maintaining generation availability to meet customer peak demand requirements. These payments recognize the resource adequacy value of having reliable, dispatchable generation capacity ready to serve load at all times. Capacity pricing reflects avoided costs including utility capacity charges, backup generation costs, and capacity market clearing prices in organized markets.

Ancillary Revenue Sources

Training and Operations Services.

The U.S. nuclear industry is facing a severe human-capital crisis. After decades of stagnation, more than half of today’s licensed operators are approaching retirement, while the emerging SMR and advanced reactor build-out will require thousands of new, highly trained personnel. Utilities and new developers lack both the institutional knowledge and the training infrastructure to meet this demand, especially under stringent NRC licensing requirements. This creates a multibillion-dollar services opportunity for a scalable, compliant, and high-quality nuclear workforce platform.

ONE Nuclear is exploring a joint venture with Quadrant Nuclear Industries (“QNI”) to solve this gap by commercializing the Systematic Approach to Training (“SAT”) pioneered by the U.S. Navy and leveraging one of the only scalable pipelines of nuclear-qualified talent: U.S. Navy veterans. QNI is led by former Vice Admiral of the U.S. Navy, Dee Mewbourne, and built on Navy nuclear propulsion culture. This joint venture can transform operator training from a cost center into a revenue-generating, defensible business that de-risks ONE Nuclear’s own projects while helping to establish the Company as a leader in the emerging global nuclear services market.

Low Carbon Heat.

In a standard power-only model, up to two-thirds of revenue-generating potential is vented as waste heat. Capturing and utilizing this heat creates a second, potentially significant revenue stream. Every MW of power generated by advanced nuclear SMRs is expected to generate triple the amount of thermal energy (“MWt”) relative to electrical energy. As a result, ONE Nuclear believes that potential revenues from the sale of low carbon heat may rival power sales in some projects. Projected demand for low carbon heat is high; industrial customers are currently exposed to volatile natural gas prices and aggressive decarbonization mandates, creating a market willing to sign long-term, fixed-price “Steam Purchase Agreements” (SPAs).

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The U.S. industrial heat market is massive and almost entirely dependent on fossil fuels, making it a prime target for disruption. According to estimates by the U.S. Energy Information Administration, the industrial sector accounts for ~33% of total U.S. energy consumption, with process heat making up the majority of this demand. Light Water SMRs produce steam at approximately 300°C (572°F), which falls within the low-to-medium temperature range (under 500°C (932°F)) that accounts for about 76% of total industrial thermal demand in the United States, specifically serving sectors that require low-to-medium temperature steam (e.g., desalination, district heating, paper drying, and many chemical processes) (Center for Climate and Energy Solutions 2025 Report). This market has no other viable baseload low-carbon alternative. Solar/wind cannot provide constant process heat, and electric resistance heating is prohibitively expensive. The following facilities are strong potential targets for heat offtake as they operate 24/7 and have high steam loads: chemical processing, oil refineries, hydrogen production, district heating, and data centers (cooling via steam-driven absorption chillers).

Grid Ancillary Services.

Although the immediate objective of most projects will be to deliver rapid, behind-the-meter power, the long-term intention is to connect projects to the grid, enabling a bi-directional flow of power to and from the grid. When projects interconnect with wholesale electricity markets or provide services to the broader grid, ONE’s assets can participate in ancillary service markets, such as frequency regulation, spinning & non-spinning reserves, voltage support, and black start capability. ONE’s assets can also participate in utility and independent system operators demand response programs, such as emergency demand-response, economic demand response, and capacity performance.

Growth Strategies

ONE Nuclear believes that the following strategies will enable it to achieve its objective:

Advance Priority Energy Parks Through Multi-Phase Deployment

ONE Nuclear’s near-term growth will be anchored by its initial development sites in East Texas, Oklahoma and Washington state. These locations were selected based on a proprietary multi-factor screening process, including robust infrastructure, access to high-pressure natural gas, availability of water resources, proximity to major transmission corridors, and adjacency to hyperscale AI and industrial load centers. Across these sites, ONE Nuclear intends to deploy approximately 2 GW of natural-gas capacity by the fourth quarter of 2028 and approximately 3 GW of SMR capacity by the fourth quarter of 2034, subject to permitting, customer contracting, financing, technology readiness and availability and construction execution. ONE Nuclear expects these early developments to refine its commercial model, demonstrate project viability, and create repeatable processes for replication across the Company’s broader pipeline.

Expand Strategic Relationships with Multiple Nuclear Technology Providers

As part of ONE Nuclear’s long-term nuclear deployment strategy, it is building and maintaining relationships with a diversified set of nuclear technology providers. ONE Nuclear believes that engaging with multiple reactor developers enhances its ability to evaluate technological readiness, align deployment timelines with customer demand, and mitigate vendor and supply-chain concentration risks. ONE Nuclear is conducting parallel assessments of reactor designs, fuel strategies, manufacturing capabilities, and regulatory progress across both established and emerging SMR platforms.

Developing these relationships early supports informed vendor selection, strengthens ONE’s negotiating position, and provides optionality as the U.S. nuclear market matures. In addition, maintaining engagement with multiple technology providers enables ONE to match specific technologies to site characteristics, customer requirements, and regional regulatory frameworks. ONE Nuclear believes that this multi-vendor approach will position the Company to accelerate nuclear deployment at scale, improve long-term cost competitiveness, and ensure that ONE’s energy-park platform remains flexible as next-generation nuclear technologies reach commercialization.

Enhance Development Pipeline and Site Control

ONE Nuclear is building a growing pipeline of development opportunities across the United States, with more than 75 additional locations identified through its national screening program. This pipeline represents an estimated 15 GW of natural-gas and nuclear development potential. As ONE Nuclear progresses its anchor projects, it intends to convert additional sites into full development assets, providing scheduling flexibility and geographic diversification to meet customer timelines and regional load growth.

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Strengthen Regulatory, Licensing, and Technology Positioning

A core component of ONE Nuclear’s strategy is preparing its sites and commercial structure for staged nuclear deployment. ONE Nuclear is advancing technology evaluation, site suitability work, preliminary safety analysis, and early engagement with the U.S. Nuclear Regulatory Commission and state regulators. ONE’s goal is to establish clear licensing pathways that will allow commercial arrangements to evolve from gas-only or hybrid solutions into full nuclear energy parks over time. ONE Nuclear believes that successfully navigating licensing processes and vendor selection early will provide a competitive advantage as SMR technologies begin commercial rollout.

Build Long-Term Customer Partnerships with High-Growth Load Sectors

ONE Nuclear expects demand for firm, scalable power to grow substantially, driven by AI and cloud data centers, hydrogen production, industrial reshoring, and other energy-intensive sectors. ONE’s strategy is to work directly with customers to align power delivery schedules, commercial structures and long-term offtake arrangements. ONE Nuclear believes that its phased development model, rapid initial gas deployment followed by nuclear expansion, will allow the Company to meet customers at their operational timelines while offering a credible, long-term low-carbon pathway.

Develop and Institutionalize a Standardized Energy-Park Template

A central component of ONE Nuclear’s growth plan is the creation of a repeatable development and operating framework that can be applied across multiple geographies. As ONE’s first projects advance, the Company intends to standardize procurement, site design, interconnection planning, civil works, commercial structures, and community-engagement playbooks. ONE Nuclear believes that refining this template early will reduce development time, lower costs, mitigate construction risk, and accelerate expansion across its multi-site portfolio.

Competitive Strengths

Integrated Gas-to-Nuclear Platform Providing Both Near-Term Power and Long-Term Decarbonization

ONE Nuclear believes that its core competitive advantage is its dual-technology model that unites fast-track natural-gas generation with scalable SMR deployment. This approach will enable ONE Nuclear to deliver gigawatt-scale firm power in the near term while transitioning sites into long-duration, low-carbon nuclear baseload capacity. This model allows ONE to meet the immediate needs of AI/data centers and industrial customers while building the foundation for multi-decade decarbonized supply.

Multi-Technology Energy Park Platform

ONE Nuclear’s energy-park platform is intentionally designed to integrate multiple generation technologies. Unlike developers tied to a single proprietary reactor design, ONE is SMR-agnostic and will evaluate multiple advanced reactor technologies to align each site with customer requirements, fuel-cycle considerations, regulatory readiness, levelized cost of energy, and long-term scalability. This technology-agnostic approach will allow ONE to select the most appropriate SMR solution for each location as designs mature and regulatory pathways evolve.

By combining rapid natural-gas deployment with flexible SMR selection, ONE Nuclear’s multi-technology architecture enhances reliability, improves commercial optionality, and supports a phased transition to zero-carbon baseload power. This flexibility differentiates ONE Nuclear from single-technology developers and will enable ONE to tailor each energy park to the unique operational, regulatory and load-growth needs of the customers. This approach also will enable ONE to tailor its sites for key customer applications, including Hyperscale AI/data centers, hydrogen producers, and industrial manufacturers.

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Robust Equipment Procurement Strategy

The global supply chain for data center power equipment is becoming severely constrained, with delivery times for long lead items, such as CCGTs (Combined Cycle Gas Turbines), currently being quoted for 2030 and beyond. In this environment, a well-structured equipment procurement strategy can add tremendous value to the project. ONE Nuclear’s equipment procurement strategy can be summarized as follows:

● Build strong vendor relationships with a wide range equipment manufacturers domestically, as well as globally.

● Secure bankable, long-term equipment supply for its development pipeline (multi-site, multi-year).

● Lock in price and delivery slots for long-lead items to de-risk schedule and capex.

● Standardize plant design around a small number of OEM platforms to simplify engineering, operations, and financing.

● Align equipment contracts with project finance requirements, including performance guarantees, warranties, and LTSAs (long-term service agreements).

● Seek tariff mitigation for imported components, negotiate DDP (Delivery Duty Paid) terms where possible, and build in a tariff contingency in the capex model.

Over the last few years, ONE Nuclear has developed a deep and wide network with equipment manufacturers. ONE’s strategic relationship with Rolls-Royce SA, for example, positions the Company well for the supply of gas engines. To reduce the reliance on a single supplier, ONE aims to have a back-up supplier in place for key components.

Long Lead Items (“LLIs”), such as step-up transformers, switch gear, gas engines, gas turbines, batteries, are a critical dependency for fast power deployment. ONE Nuclear’s LLI strategy involves locking in production slots directly with suppliers and handing the equipment over to the EPC contractor for installation. This reduces the cost from equipment mark-ups by the EPC, and it helps to avoid delays in project schedules when relying on the EPC to procure LLIs.

Rapid Power Deployment

Under the strategic relationship with Rolls-Royce, ONE Nuclear will receive preferential access to production slots, generator allocation, and delivery scheduling, positioning ONE ahead of standard industry lead times for comparable equipment procurement. This access will enable ONE to deploy early-stage gas-generation capacity at gigawatt scale substantially faster than traditional greenfield development pathways. Early deployment will allow ONE to initiate site operations, demonstrate reliable power availability, and enter into long-term offtake arrangements prior to the commissioning of SMRs. As a result, ONE Nuclear expects to be able to accelerate customer engagement, establish recurring revenue profiles earlier in the project lifecycle, and reduce overall development risk.

Strategic Relationship with a Leading Global Energy Company

ONE Nuclear’s commercialization strategy is supported by a strategic relationship with a leading global energy company that provides the Company with demand aggregation, energy marketing, trading, structuring and offtake expertise. This partnership enhances ONE’s ability to contract with high-value customers, optimize power sales, structure long-term PPAs, manage market exposure, and coordinate development of dedicated, behind-the-meter or near-the-meter solutions. The involvement of a global energy major also enhances ONE’s financial credibility and execution certainty with counterparties, customers, and capital providers.

Strategic Relationships Enhancing Delivery, Execution and Financeability

Beyond ONE Nuclear’s global energy company relationship, the Company maintains relationships with leading EPC and program management firms, including Black & Veatch and FutureWorx, that we believe strengthens delivery capability, schedule certainty and supply-chain depth across both the gas and SMR phases. These relationships reinforce project financeability and help ensure execution reliability across multiple sites.

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Development Plan

Phase 1 – Site Acquisition and Development (2025 – 2028)

ONE Nuclear’s mission is to deliver a fully integrated “develop–own–operate” platform for utility-scale natural-gas and advanced nuclear generation. At the foundation of ONE’s model is a disciplined approach to site selection and control. ONE Nuclear evaluates candidate locations against stringent criteria, including contiguous acreage capable of supporting multi-gigawatt development, proximity to high-pressure natural-gas pipelines, access to sufficient water resources, robust transmission interconnection options, and adjacency to large-scale data centers, hydrogen, and industrial load centers. Securing long-term site control early in the process will enable the Company to advance engineering concurrently with customer engagement, creating a repeatable framework for scaling ONE’s energy-parks.

Phase 2: Natural Gas as a Near-Term Bridge to Nuclear Deployment (2027 – 2034)

To address the acute power shortages facing hyperscalers today, ONE Nuclear will initially deploy high-efficiency natural gas generation assets. The Company has established a strategic relationship with Rolls-Royce S.A. to secure access to reciprocating internal combustion engine (“RICE”) gen-sets, which offer a number of advantages:

● Rapid Deployment: Unlike large Combined Cycle Gas Turbine (“CCGT”) plants, which require massive civil works and 3-4 year construction timelines, modular RICE units can be delivered and installed in under 12-18 months. This allows ONE Nuclear to target first revenue generation as early as the fourth quarter of 2027.

● Financial De-Risking: The primary risk for nuclear developers is the “cash valley” - the extended period of high expenditures on licensing and engineering with zero revenue. By bringing gas assets online early, ONE Nuclear generates substantial free cash flow that helps service debt, fund corporate operations, and finance the nuclear licensing process. This will help ensure that the Company remains solvent and liquid even if nuclear regulatory approvals take longer than anticipated.

● Operational Flexibility: Reciprocating engines possess fast-start and rapid-ramping capabilities, making them ideal for load-following. Once the nuclear SMRs (which prefer to run at 100% power) are brought online, the gas units can be retained to provide peaking power, backup resilience, or ancillary services to the grid. RICE gensets are also easier to relocate to other sites.

Given the multi-year federal licensing process and construction timeline associated with new nuclear assets, efficient natural-gas generation remains a critical accelerant in meeting near-term capacity needs. Modern gas turbines and reciprocating engines can be deployed and commissioned within 9 to 18 months, enabling developers to establish early operational capability, anchor offtake contracts, and begin generating revenue well before SMR units reach commercial operation.

As data centers and industrial loads come online far faster than nuclear development cycles, integrated gas-nuclear energy parks represent a practical and financeable development path, allowing customers to move from early, flexible capacity to long-term low-carbon baseload without interrupting their growth trajectory. This approach is increasingly reflected in utility IRPs, state energy planning documents, and federal energy-security assessments that identify gas-nuclear combinations as essential to maintaining reliability while supporting deep decarbonization.

Phase 3: Nuclear SMR Deployment (2034+)

As regulatory approvals are secured and technology matures, ONE Nuclear will transition selected energy parks to nuclear baseload. The Company focuses on SMRs, which represent a paradigm shift from the bespoke, “stick-built” construction projects of the past (e.g., Vogtle units 3 & 4) to a manufacturing-based model.

● Modular Construction: SMRs are designed to be comprised of factory-built modules that are shipped to the site for assembly. This approach reduces the risk of weather delays, improves quality control, and allows for more predictable cost curves.

● Technology Agnosticism: ONE Nuclear will maintain a vendor-neutral stance, evaluating multiple leading SMR designs including the GE Vernova BWRX-300, Westinghouse AP300/AP1000, and Rolls-Royce SMR. This allows the Company to select the optimal reactor for each specific site’s geology and load profile, while exerting competitive pressure on vendors regarding pricing and delivery guarantees.

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ONE Nuclear’s multi-vendor approach will allow the Company to select among leading reactor technologies based on project economics, thermal output, licensing maturity, and compatibility with the site’s physical characteristics and customer timelines. SMRs are intended to be manufactured in controlled factory environments and transported to the site as standardized modules, which ONE believes improves cost predictability, construction quality, and schedule certainty relative to conventional nuclear builds. Across the full asset lifecycle, the Company intends to develop, own, and operate these generation assets, supported by experienced operating partners, long-term service agreements, and project-level financing structures anchored by long-duration offtake contracts. This integrated model aligns incentives toward long-term asset performance, operational excellence, and the expansion of each energy park in tandem with multi-gigawatt customer growth.

ONE Nuclear expects to generate revenue primarily through long-term power sales and capacity-based agreements with large energy-intensive customers, including hyperscale AI and cloud operators, hydrogen producers, industrial manufacturers, and other critical-infrastructure providers seeking multi-decade firm-power commitments. At each site, initial revenue is anticipated from the sale of electricity produced by fast-deploying natural-gas generation units, which are designed to deliver early cash flow while establishing contracted baseload capacity. Over time, as advanced SMR units are deployed, ONE Nuclear expects a growing portion of revenue to come from fixed-price or inflation-indexed PPAs, tolling arrangements, and long-duration offtake contracts tied to nuclear generation, which typically feature higher availability requirements, longer contract tenors, and premium pricing for carbon-advantaged baseload power. In addition to energy sales, ONE Nuclear may generate incremental revenue from ancillary services, grid-stability products, potential heat-offtake arrangements for industrial processes, and site-level infrastructure offerings, such as dedicated substations, fiber connectivity, and microgrid services. By owning and operating each energy park, ONE Nuclear expects to capture margins across the full asset lifecycle, creating a long-duration, recurring revenue model anchored by contracted cash flows and supported by the scalability of both gas and nuclear capacity additions over time.

Development Pipeline of Energy Parks

ONE Nuclear is building a diverse pipeline of large-format energy park locations anchored by executed Memoranda of Understanding (“MOUs”) that define land access, phased development responsibilities, natural-gas and nuclear deployment rights, exclusivity zones, and clear contractual pathways into Joint Development Agreements (“JDAs”) or Definitive Development Agreements (“DDAs”). These sites will establish the physical and commercial foundation for ONE’s multi-gigawatt “gas-first, SMR-scalable” development strategy. Across its first three anchor MOUs focused on sites located in East Texas, Oklahoma and the State of Washington, ONE Nuclear has acquired potential access to more than 11,000 acres of industrial-ready land with direct proximity to transmission infrastructure, high-pressure natural-gas pipelines, water resources, and major industrial and digital-load centers. Collectively, these agreements are representative of a larger multi-phase pipeline capable of supporting 7–15 GW of combined natural-gas and advanced nuclear generation.

East Texas Energy Park

ONE Nuclear’s largest near-term development opportunity is located in East Texas, through an executed MOU with MSB Global Services, LLC (“MSB”), which is developing of an approximately 5,000-acre site, which includes >1,500 acres designated specifically for hyperscale data center development. The MOU contemplates 3–6 GW of power generation located directly adjacent to one of Texas’s most ambitious digital-infrastructure clusters. The site benefits from exceptional fundamentals: adjacency to high-capacity natural-gas transmission, multiple redundant fiber pathways, significant pre-zoned industrial acreage, and direct integration potential with ERCOT or private-use networks.

The development scope includes rapid deployment of 500 MW+ natural-gas units. The MOU also includes provisions for the possible co-location of a supply chain manufacturing facility, which would materially enhance long-term supply-chain efficiency and provide regional economic benefits. ONE Nuclear is responsible for the full federal and technical permitting processes, including EPA and air-quality permits, technology selection, EPC contracting, and project financing. MSB leads land subdivision, zoning, water-rights acquisition, master planning, community engagement, and ERCOT interconnection facilitation.

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The parties have agreed to complete feasibility studies, including land-title and seismic reviews, water-rights analysis, and pipeline-access surveys within 90 days, and work towards a Joint Development Agreement within six months. The MOU lays out detailed commercial options: fixed-fee land leases, carried-interest structures, revenue royalties, equity participation, and milestone compensation plans, all to be finalized in the JDA. With multiple hyperscaler tenants already engaged through the MSB’s existing’ platform, this site represents a uniquely shovel-ready opportunity to deploy natural-gas at significant scale. Consistent with this phased approach, the MOU provides for early installation of more than 500MW of gas-fired capacity to meet initial anticipated customer load and enhance system reliability.

Oklahoma Energy Park

ONE Nuclear’s Oklahoma energy-park initiative is structured under a comprehensive MOU with Blackstart Digital, LLC (“Blackstart”). The agreement covers multiple candidate parcels and outlines the development of up to 1+ GW of natural-gas and advanced SMR capacity, implemented through a phased development framework. Under the terms of the MOU, ONE Nuclear is responsible for leading all technical, financial, and regulatory aspects of the project, including technology selection, EPC contracting, interconnection planning, and complete oversight of the NRC licensing process for SMRs, to include preparation and submission of the site-specific Combined Operating License (“COL”) application. Blackstart, in turn, provides critical regional execution capability, including land access and subdivision, securing water rights, handling zoning, leading master planning, and coordinating with local authorities, utilities, tribes, and environmental groups.

The MOU identifies a structured multi-phase progression beginning with (i) completion of grid interconnection studies and the natural-gas plant development plan, followed by (ii) execution of long-term PPAs for gas units and submission of the SMR COL application, and culminating in (iii) receipt of NRC approvals and commencement of SMR commercial operations in the early 2030s. It also contemplates a detailed Commercial Framework that may include land leases, milestone payments, equity participation, revenue-sharing arrangements, or hybrid structures, all to be negotiated in the JDA. Importantly, the MOU includes a 36-month exclusivity period, during which both parties commit substantial time and capital toward licensing, community planning, environmental studies, and interconnection work, providing development certainty and protecting project economics.

Together, ONE Nuclear and Blackstart will jointly coordinate community engagement, stakeholder communications, local economic-development efforts, and customer outreach to major regional industrial users. This framework establishes Oklahoma as a flagship site demonstrating ONE’s ability to sequence early natural-gas operations into multi-reactor SMR buildouts across a large, scalable acreage footprint.

Washington State Energy Park

In Washington state, ONE Nuclear has executed an MOU with a local master developer for the development of a site spanning approximately 7,200 acres of industrial land, one of the largest contiguous development zones in the Pacific Northwest. The MOU contemplates deployment of 2–6 GW of Generation III/III+ SMR capacity to serve large-scale industrial loads, advanced manufacturing facilities and data centers. This site benefits from significant existing infrastructure, proximity to Grant PUD’s transmission backbone, extensive water and gas availability, multimodal transportation corridors, and multiple fiber conduits already serving industrial tenants.

The master developer, provides comprehensive site-preparation and entitlement leadership, including zoning modifications, subdivision, environmental permitting, and coordination with local entities, Grant County, Grant PUD, and regional tribes. ONE Nuclear is responsible for all SMR licensing through the NRC, EPC contracting, technology and fuel procurement, site engineering, and long-term operations and decommissioning planning. The MOU establishes a 24-month exclusivity period and a 90-day window for feasibility studies covering interconnection, water rights, gas access, seismic suitability, and land title. The parties will then work to complete a Definitive Development Agreement within six months, including commercial terms such as land arrangements, financing structures, and potential revenue-sharing models.

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This site’s scale, regulatory momentum, and location within one of the most energy-intensive industrial regions in the western United States will give the Company a strategic foothold for future SMR expansion and potential cross-border power-export strategies. In addition, the parties have agreed to evaluate a separate arrangement for natural-gas generation to support early-stage power needs at the site, though neither party is obligated to enter into such an agreement.

Conversion of MOUs to Binding Agreements

Conversion of each MOU into a binding agreement will follow a standardized and disciplined process. The parties will begin with a 90-day joint workstream that includes forming a steering committee, conducting technical and commercial feasibility studies, and negotiating the core commercial framework. This will lead into a six-month target window to finalize either a Joint Development Agreement or a Definitive Development Agreement, which will set forth land-control provisions, capital-commitment mechanics, offtake structures, construction responsibilities, and incentive-sharing terms. In parallel, the parties prepare PPAs, site-control instruments, financial-incentive applications (including DOE programs, IRA tax credits, and state-level incentives), and advance NRC, EFSEC, and air-quality permit submissions. Each MOU also incorporates a 24–36 month exclusivity period, ensuring development certainty and strategic alignment.

Together, ONE’s East Texas, Oklahoma, and Washington state sites will serve as the foundation of a nationwide multi-technology development platform. Across these and seven additional screened locations, ONE’s pipeline is expected to encompass up to 15 GW of combined gas and nuclear capacity potential. Each site undergoes a structured diligence process that evaluates land control, gas access, water availability, redundant fiber, transmission strength, permitting pathways, and proximity to AI, hydrogen, and industrial loads.

Expansion and Growth of the Development Pipeline

Beyond its three anchor sites, ONE Nuclear continues to advance a national screening effort encompassing more than 75 candidate locations, applying a consistent methodology focused on land control, proximity to high-pressure gas, water sufficiency, multi-path fiber availability, grid interconnection optionality, and adjacency to large AI and industrial loads. ONE Nuclear’s expansion strategy utilizes the standardized development template proven across its MOUs: early site control, rapid deployment of near-term natural-gas capacity, parallel advancement of nuclear licensing and regulatory workstreams, staged SMR additions, and long-term offtake-anchored financing. Each new site ONE Nuclear assesses builds on institutional knowledge acquired and honed at the East Texas, Oklahoma, and Washington state projects, enabling a scalable, repeatable model capable of supporting multi-gigawatt buildouts across multiple U.S. regions. Over time, ONE Nuclear intends to convert a subset of these screened sites into executed MOUs, JDAs, and ultimately operating energy parks, creating a long-duration growth engine for ONE’s national development platform.

Industry and Market Opportunity

Overview of the Evolving Power Landscape

The U.S. power sector is entering a structurally new growth era marked by rapid electrification, tightening decarbonization mandates, and the emergence of unprecedented energy-intensive loads. After two decades of near-zero demand growth, the U.S. Energy Information Administration (“EIA”) now projects that national electricity consumption will increase nearly 20% by 2035, compared to only 8% total growth from 2000 to 2020 (EIA Annual Energy Outlook 2024). This shift is being accelerated by industrial reshoring, electrified manufacturing, clean hydrogen production, and surging digital-infrastructure activity, particularly in support of AI.

At the same time, retirement of aging baseload plants and limited transmission expansion are constraining the ability of utilities and independent system operators to add firm capacity. The North American Electric Reliability Corporation (“NERC”) warns that approximately half of the continental U.S. faces elevated reliability risks as early as 2026 due to capacity shortages and delayed transmission expansion (NERC Reliability Assessment 2023–2024). This growing imbalance between supply and demand creates a compelling market need for large-scale, long-duration, firm power, particularly in regions where data centers and industrial loads are scaling far faster than the grid can expand.

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AI, Cloud, and Digital Infrastructure as a Structural Demand Driver

Electricity demand stemming from AI and hyperscale cloud computing represents one of the most significant structural load additions in modern U.S. grid history. McKinsey estimates that data centers electricity consumption will triple between 2022 and 2030, driven in large part by AI clusters that exhibit 30%+ annual growth in compute needs (McKinsey, The Future of Data Centers, 2023). Major utilities, including Dominion, Georgia Power, and TVA, report data centers load growth of 13–18% annually, levels they characterize as unprecedented in the last century of grid planning. Goldman Sachs projects that AI-oriented data centers alone may require an incremental 200 Terawatt (TW)-hours (TWh) per year by 2030, equivalent to adding the electricity consumption of Spain (Goldman Sachs Global Research, 2023).

AI workloads are a primary driver of this acceleration. Currently, AI is responsible for 5-15% of data center power consumption, but this could increase to 35-50% by 2030 according to International Energy Agency (IEA)-commissioned research (CarbonBrief). Training large language models requires substantial power. GPT-4 training consumed approximately 50 GWh of energy (MIT Technology Review) but inference workloads, which run continuously to serve user requests, account for 80% of AI power consumption and are projected to reach 85% by 2028 according to Schneider Electric.

At the same time, data centers are rapidly becoming more efficient by increasing the power density of server racks. This escalation in power density is governed by the Jevons Paradox: as computational efficiency increases, the reduced unit cost of intelligence spurs exponentially greater demand, leading to higher aggregate energy consumption. Historical precedent in the electricity sector confirms this phenomenon; a 65% reduction in the real price of electricity over the last 70 years coincided with a 15-fold expansion in the global electricity market.

The major hyperscalers have responded with historic capital expenditure commitments. Combined 2025 capital spending guidance from Amazon, Google, Microsoft, and Meta totals approximately $350 billion, with the majority directed toward AI and data center infrastructure (Fusion Worldwide, 2025). Amazon’s annualized 2025 capital expenditures reached approximately $118 billion, while Google increased guidance by $10 billion to $85 billion. Microsoft CEO Satya Nadella acknowledged the supply crunch in Q3 2024 earnings: “This demand all showed up pretty fast. We ran into a set of constraints.”

These clusters typically require highly reliable power with 24/7 availability, along with long-term price certainty, rapid scalability, and, critically, access to firm, dispatchable baseload resources. As interconnection queues extend and renewable intermittency limits the ability to serve these loads from the existing grid, customers are increasingly shifting toward purpose-built, co-located energy parks capable of delivering dedicated capacity, thermal integration, and multi-decade contractual structures.

Winning the AI Race is Considered a Matter of National Security

The strategic necessity of ONE Nuclear’s mission is reinforced by the geopolitical dimension of the AI race. The United States government has identified leadership in AI as a critical national security priority. Sustaining this leadership requires domestic compute capacity (“sovereign compute”), which in turn requires domestic power. The “AI Gigafactories” currently being planned – facilities housing hundreds of thousands of GPUs – cannot be offshored to regions with unstable power grids or geopolitical adversaries.

This alignment between private sector demand and public sector security priorities significantly de-risks the regulatory environment for new nuclear deployment. Initiatives such as the ADVANCE Act (Accelerating Deployment of Versatile, Advanced Nuclear for Clean Energy) and recent Executive Orders aimed at streamlining NRC licensing reflect a bipartisan consensus that expanding firm nuclear capacity is a matter of national interest. ONE Nuclear’s focus on U.S.-based deployment positions the Company to benefit from these regulatory tailwinds and potentially access low-cost capital through the Department of Energy (“DOE”) Loan Programs Office.

Supply Growth is Constrained by Intermittency of the U.S. Power Stack and Transmission Limits

While penetration of renewable, intermittent energy continues to grow, system constraints now limit its ability to meet the energy-dense, 24/7 load profiles. Transmission congestion and multi-year interconnection queues have slowed new generating capacity significantly; more than 2,600 GW of generation and storage projects are currently awaiting connection approval in the United States. The median wait time from interconnection request to commercial operation has stretched to 5 years nationally and over 8 years in PJM (Microgridknowledge, 2025).

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On top of this, the grid is facing a “thermal cliff”: the scheduled retirement of aging coal and natural gas plants that currently provide the bulk of the system’s inertia and reliability. The DOE projects that over 100 GW of firm generation capacity will retire by 2030, while only ~22 GW of new firm capacity is planned to replace it.

This disparity creates a structural short position in reliability. As synchronous thermal generators retire, the grid loses “inertia” - the kinetic energy stored in large spinning turbines that stabilizes grid frequency during disturbances. The remaining system, increasingly reliant on asynchronous inverter-based resources (wind/solar), becomes more fragile. For data center operators, who require a high degree of reliability, the macro grid is becoming an increasingly risky partner.

Furthermore, the transmission system itself is deadlocked. The interconnection queues in the U.S. are clogged with speculative renewable projects, creating a backlog of over 2.6 TW, according to the Americans for a Clean Energy Grid July 2024 report (the “ACEG 2024 Report”). The median time to bring a new project online has doubled over the last decade to more than five years (Berkeley Lab, Queued Up, 2024) . High-voltage transmission line construction has plummeted from an average of 1,700 miles per year in the early 2010s to less than 350 miles annually in recent years (ACEG 2024 Report). This physical bottleneck means that even if power is generated elsewhere, it cannot necessarily be delivered to where load centers want to build.

The Need for Reliable Baseload Power

Data center operators face extreme reliability requirements that favor dedicated power solutions. Industry surveys reveal that 97% of large enterprises report hourly downtime costs exceeding $100,000, while 41% of enterprises face costs of $1-5+ million per hour (ITIC 2024). Meta’s 2024 outage cost nearly $100 million in revenue, while Amazon estimates a one-hour outage would cost $34 million in sales (Queue it, 2025). These economics explain why data center operators are pursuing dedicated power sources at unprecedented scale.

The Need for Behind-the-Meter Solutions

ONE Nuclear will address these structural failures through a “Behind-the-Meter” (“BTM”) development strategy. By co-locating large-scale generation directly on the customer’s site, ONE Nuclear seeks to create a microgrid that is physically or contractually isolated from the constraints of the broader transmission system. The advantages of this approach are threefold:

(1) Speed: BTM projects bypass the multi-year federal and ISO interconnection queues, allowing power to be delivered in alignment with the 24-36 month construction timelines of data centers.

(2) Reliability: The customer is insulated from regional grid failures, transmission congestion, and frequency instability.

(3) Cost Savings: By avoiding the grid, customers avoid escalating transmission and distribution (“T&D”) charges, congestion pricing, and ancillary service fees. FTI Consulting estimates BTM arrangements provide transmission and distribution savings of $7-12 per MWh.

Behind-the-meter arrangements bypass these bottlenecks while delivering material cost savings. PJM capacity prices have surged from $29/MW-day in 2024/25 to $329/MW-day in 2026/27 (PJM, 2025), a 10x increase that BTM arrangements can avoid. A Bloom Energy survey projects that 38% of data center facilities will use onsite generation as primary power by 2030, up from 13% in 2024 (CoreSite).

The Nuclear Energy Institute’s June 2024 analysis concluded that colocation “can significantly reduce project costs and delays by eliminating the need for new transmission infrastructure and grid interconnection studies.” (Utility Drive). Nuclear plants’ reliability, 92%+ capacity factors, and 18-24 month refueling cycles match data center operational requirements. Constellation estimated that co-locating data centers at Illinois nuclear plants could reduce wind/solar curtailment by 80%.

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Nuclear Energy as Critical Firm-Power Infrastructure

Federal and state policy momentum behind nuclear energy has accelerated meaningfully. The Inflation Reduction Act created the first-ever production tax credit for new nuclear and contributed to expand DOE Loan Programs Office capacity to over $400 billion, enabling financing support for next-generation reactor development. More than a dozen states have taken steps to streamline nuclear siting or reconsider legacy moratoria, while the U.S. Department of Energy estimates that up to 200 GW of new nuclear capacity may be required by 2050 to meet national decarbonization goals (DOE Pathways to Commercial Liftoff: Advanced Nuclear, 2023).

We believe SMRs are fully aligned with this strategy due to their modular fabrication, standardized designs, enhanced passive safety systems, and ability to scale capacity in discrete increments with customer demand. Their smaller land footprint, factory-built module delivery, and integration compatibility with gas, hydrogen, district heat, or industrial processes make SMRs increasingly attractive to utilities and large-scale commercial customers seeking firm, low-carbon baseload power with long-term cost visibility.

Large Addressable Market for Integrated Energy Parks

Across these converging trends, ONE Nuclear believes that a significant and expanding market exists for multi-technology energy parks. Customer segments most exposed to the new reliability and decarbonization constraints include hyperscale AI and cloud operators seeking multi-gigawatt dedicated baseload, clean-hydrogen producers incentivized under the Inflation Reduction Act’s 45V tax credit, industrial manufacturers pursuing electrification and thermal-load decarbonization, utilities facing thermal retirements and reserve-margin deficits, and state or federal agencies requiring secure, long-duration energy infrastructure.

These customers increasingly prioritize reliability guarantees, long-term price visibility, co-location optionality, and compliance with ESG and decarbonization commitments. As the U.S. transitions into a structurally higher load-growth environment at the same time that firm capacity additions lag materially, ONE Nuclear believes the demand for integrated gas-nuclear energy parks will expand sharply over the coming decade and aligns directly with our phased development strategy and long-term competitive positioning.

The Coal-to-Nuclear Opportunity

A key differentiator in ONE Nuclear’s site strategy is the targeting of retired or retiring coal power plants. Transitioning these “brownfield” sites to nuclear offers distinct economic and regulatory advantages:

● Infrastructure Reuse: These sites already possess high-capacity grid interconnections, water intake structures, rail spurs, and security perimeters. Repurposing this infrastructure can reduce the upfront capital cost of a nuclear project by an estimated 15% to 35% compared to a “greenfield” build.

● Regulatory & Tax Incentives: The Inflation Reduction Act (“IRA”) designates areas with closed coal mines or plants as “Energy Communities.” Projects built in these zones are eligible for a 10% bonus Investment Tax Credit, increasing above the base 30% credit (or up to 50% with domestic content adders). This materially enhances the internal rate of return for these projects.

● Workforce Retention: Coal plants employ skilled thermal operators, electricians, and maintenance staff whose skills are highly transferable to nuclear operations. By retaining this workforce, ONE Nuclear preserves the local tax base and generates community goodwill, which is essential for securing local zoning and permitting approvals.

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Customer and Offtake Framework

ONE Nuclear’s target customers include hyperscale and enterprise AI and cloud data centers, hydrogen producers and other operators of electrolysis-based processes, energy-intensive industrial manufacturers, utilities and grid operators seeking firm low-carbon capacity, and federal, state, and local government infrastructure programs requiring resilient, low-emission power. These sectors increasingly demand large-scale, highly reliable, and price-stable electricity supply, often with multi-decade commitments and co-location opportunities that support operational continuity. While data centers represent a large part of the addressable market for large scale baseload consumption, ONE’s intention is to cultivate a diversified client profile to avoid having too much exposure to a single client segment / sector.

● Primary Market: Hyperscale Data Centers. The data center market is characterized by price inelasticity regarding capacity. For a hyperscaler, the cost of power is significant, but the cost of downtime is catastrophic. ONE Nuclear will structure its contracts to reflect this value, negotiating long-term PPAs (15-20 years) that essentially function as capacity availability payments. These contracts insulate the Company from short-term fluctuations in wholesale power prices and provide the revenue certainty required to underpin project financing.

● Industrial Onshoring and Manufacturing. The post-COVID reconfiguration of global supply chains is driving a wave of “onshoring” in critical industries such as semiconductors, pharmaceuticals, and petrochemicals. Like data centers, these facilities run continuous.

● Desalination and Water Security. Water scarcity is becoming a critical constraint for economic growth in the Western and Southern United States. Desalination, and specifically Reverse Osmosis, is highly energy-intensive and requires constant baseload power to operate efficiently. ONE Nuclear identifies desalination plants as ideal co-location partners. By providing firm power to municipal or private water utilities, the Company can lock in government-backed revenue streams that are uncorrelated with the tech sector, providing portfolio resilience.

ONE Nuclear intends to structure long-term offtake arrangements through a mix of fixed-price or indexed power purchase agreements with data centers and industrial customers, tolling structures and capacity-based contracts, and framework agreements with a leading international energy trading company to optimize dispatch and market participation where merchant exposure is appropriate. ONE Nuclear’s commercialization strategy is designed to synchronize project development timelines with customer build-out schedules, particularly for AI data centers clusters and large hydrogen or industrial complexes, enabling the Company to deliver contracted power as load is brought online.

Strategic Collaboration with an Energy Major. To execute its complex commercial strategy, ONE Nuclear has entered into a Strategic Collaboration Agreement with one of the energy majors. This partnership provides ONE Nuclear with access to the major’s sophisticated energy trading capabilities, risk management desks, and deep relationships with industrial energy consumers. The energy major will act as the market interface, managing fuel supply hedging for the gas fleet and optimizing the sale of any excess capacity into the merchant market, allowing ONE Nuclear to focus on asset development and operation.

Nuclear Operations

The Opportunity

The U.S. nuclear industry is facing a severe human-capital crisis. After decades of stagnation, more than half of today’s licensed operators are approaching retirement, while the emerging SMR and advanced reactor build-out will require thousands of new, highly trained personnel. Utilities and new developers lack both the institutional knowledge and the training infrastructure to meet this demand, especially under stringent NRC licensing requirements. Furthermore, next-generation digital control rooms and distributed SMR fleets require operational models very different from the legacy, single-site utility paradigm. This mismatch between soaring workforce needs and limited training capacity is now one of the largest bottlenecks to U.S. nuclear deployment. Developers seeking to build new reactors increasingly view operator training, licensing, and operational readiness as critical path risks—both financially and regulatorily—creating a multibillion-dollar services opportunity for a scalable, compliant, and high-quality nuclear workforce platform.

ONE Nuclear is exploring a joint venture (the “JV”) with Quadrant Nuclear Industries (“QNI”) to solve this gap by commercializing the Navy-proven Systematic Approach to Training (“SAT”) and leveraging one of the only scalable pipeline of nuclear-qualified talent: U.S. Navy veterans. QNI is led by former Vice Admiral of the U.S. Navy, Dee Mewbourne, and built on Navy nuclear propulsion culture. The JV plans to offer centralized SAT-as-a-Service, turnkey workforce development programs producing 600–800 certified operators per plant, contract operations with performance-based incentives, continued education, and advisory services. This would transform operator training from a cost center into a revenue-generating, defensible business that would help de-risk ONE Nuclear’s own projects while establishing the Company as a leader in the emerging global nuclear services market.

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Value Proposition

The JV’s unique value proposition lies in its centralized approach to training, which is structured around the NRC-mandated Systematic Approach to Training (SAT), and a proactive safety culture based on U.S. Navy best practices. Core to the strategy is the local recruitment through community partnerships, scholarships, and benefit agreements, which fosters goodwill, reduces costs, and secures social licenses to operate. Unlike legacy providers, the JV intends to go beyond compliance, pursuing Institute of Nuclear Power Operations (INPO) accreditation for peer-validated excellence and delivering “SAT-as-a-Service” for seamless regulatory assurance.

ONE Nuclear’s planned core services include the following:

● Centralized Training Program: the current nuclear training model is mostly site-based. As nuclear power sites are anticipated to proliferate all over the country, it makes economic sense to centralize as much of the training as possible, followed by on-site training to complete certification. Training will be split into generalized knowledge, which can be centralized, and technology- and plant-specific knowledge, which is more site and plant specific.

● Turnkey Workforce Development: Custom programs producing 600-800 certified operators per site, with fixed fees, per-trainee charges, and annual management fees.

● Contract Plant Operations: Full management with performance-based revenue shares, incentives for over 95% uptime and safety, and cost-plus options for startups.

● Continued Education Programs: Addressing the regulatory requirements for periodic re-certification and re-licensing of nuclear plant operators.

● Consulting Services: Advisory for nuclear power companies and international governments on fleet building, regulatory navigation, and talent strategies, expanding global reach.

This JV will diversify ONE Nuclear’s revenue beyond SMR sales, and position the Company as a potential leader in the nascent global nuclear services market. The JV is expected to position ONE Nuclear as an industry leader, transforming a cost center into a scalable enterprise with recurring income and competitive moats.

Competition

The markets for utility-scale power generation, advanced nuclear technology, and energy-infrastructure development are competitive and rapidly evolving. ONE Nuclear competes with a wide range of entities across different segments of the energy value chain, including independent power producers, traditional utility developers, large engineering firms, advanced reactor companies, merchant-generation developers, and integrated energy companies. Many of these competitors possess greater financial resources, longer operating histories, established customer relationships, and more extensive experience in permitting, constructing, and operating large-scale energy assets.

Competition for Large-Scale Customer Load

ONE Nuclear will compete with conventional power producers, renewable-energy developers, and emerging behind-the-meter energy suppliers for long-term contracts with hyperscale AI and cloud data centers, industrial customers, hydrogen producers, utilities, and municipal entities. These customers often evaluate multiple suppliers simultaneously and may select providers based on price, reliability, commercial flexibility, siting proximity, decarbonization attributes, and ability to scale generation capacity quickly.

Competition in Natural-Gas Development

ONE Nuclear’s near-term natural-gas deployment competes with traditional thermal developers, midstream companies seeking to integrate power production, and independent power producers with established gas-plant development platforms. Many of these companies have long-standing relationships with turbine manufacturers and EPC firms, potentially enabling them to negotiate favorable terms. ONE Nuclear believes that its ability to combine gas with long-term SMR deployment differentiates it, but the Company nonetheless competes directly with developers offering gas-only solutions.

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Competition in Advanced Nuclear and SMR Deployment

The advanced nuclear development landscape is increasingly active, shaped by a broad mix of SMR vendors, utility-backed nuclear programs, DOE-funded demonstration projects, and private developers pursuing both light-water and next-generation reactor designs. Across this ecosystem, ONE Nuclear competes with other developers building nuclear power projects, sponsors repowering retired coal sites, and utilities seeking to extend and expand nuclear generation within their regulated asset base. In parallel, several vertically integrated reactor vendors are attempting to own the full value chain, offering reactor technology, EPC execution, fuel services, and long-term operating support as comprehensive bundled solutions companies commercializing proprietary SMR technologies.

ONE Nuclear’s model is differentiated by design. ONE does not manufacture its own SMRs; rather, it maintains flexibility by being able to choose from many different nuclear technologies, and partnering with vendors that can deliver proven, scalable, and commercially compelling solutions. This ability to remain technology-agnostic allows ONE Nuclear to tailor deployments to customer needs, site characteristics, and regulatory pathways, rather than being locked into the constraints of a single proprietary design. In a market where commercial readiness, supply-chain maturity, and licensing progress vary widely across vendors, this optionality is a strategic advantage.

However, the competitive environment also introduces constraints. Manufacturing slots for first-wave SMRs are expected to be limited, and competition for qualified EPC partners, key reactor components, and experienced nuclear personnel will remain intense. These supply-chain conditions, combined with growing demand from utilities, industrials, and data centers operators, may exert pressure on project timelines and overall costs. As a result, success in advanced nuclear development will depend not just on-site control and customer offtake, but also on securing early vendor allocation, building durable EPC relationships, and assembling a highly experienced development and operations team.

Competition for Development Sites

ONE Nuclear competes with renewable developers, data centers operators, hydrogen projects, industrial firms, and other power-infrastructure developers for access to large parcels of suitable land, high-capacity transmission interconnection points, water resources, and natural-gas infrastructure. Demand for these attributes, particularly grid interconnection capacity, exceeds supply in many regions.

Human Capital Resources

ONE Nuclear’s team is composed of experienced professionals across project development, nuclear licensing, engineering, grid integration, commercial structuring and government affairs. Collectively, ONE’s leadership team has more than 95 years of experience in managing companies.

ONE Nuclear’s Directors and Executive Officers

As of the date of this proxy statement/prospectus, ONE Nuclear’s directors and officers are as follows:

Name	Age	Title
Richard Taylor	68	Chief Executive Officer and Chairman
Coen Weddepohl	50	Chief Financial Officer
Robert Carilli	60	Chief Strategy Officer and Director
Kevin Dowd	53	Chief Operating Officer and Director

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Richard Taylor is a co-founder and has served as the Chief Executive Officer and Chairman of the Board of ONE Nuclear since January 2022. Mr. Taylor has over 40 years of experience in engineering, commercial, general management and new business development, including 25 years with BP (1983 to 2008). With BP he led international engineering and M&A projects, developed corporate strategy, and managed Europe’s largest onshore oilfield. In 2000, as the President of BP in Brazil, he led complex joint ventures, upstream and downstream businesses, and delivered Brazil’s largest rural photovoltaic solar energy project. Richard left BP to start-up his own technology and renewable energy ventures. With over 15 years developing his own businesses, he is the co-founder of innovative companies operating in the UK, Brazil, East Africa and India. His enterprises now employ over 2000 people, have over a million customers, and generate several million tons of carbon reductions every year. He is a co-founder of the award-winning energy technology company KOKO Networks where he served as Chairman until 2024. Richard is fluent in English and Portuguese, is an honorary councillor of Britcham in Brazil, a Fellow of the UK Institution of Civil Engineers, and holds an MA in Engineering from Cambridge University and an MBA from Warwick University. Mr. Taylor was selected to serve as director due to his extensive leadership experience in global energy markets, proven track record in building and scaling innovative businesses, deep expertise in engineering and strategic management, as well as the unique combination of skills he brings as our co-founder and Chief Executive Officer.

Coen Weddepohl has served as the Chief Financial Officer of ONE Nuclear since June 2025. He brings 27 years of experience investing and capital formation in energy infrastructure and hedge funds, working in global markets including New York, London, Zurich, Rio de Janeiro, and Rotterdam. Prior to joining ONE Nuclear, Coen has served as an advisor at energyRe, a US clean energy IPP, since the beginning of 2025. In 2021 he co-founded Schroders Greencoat’s US business, and prior to that co-founded energy infrastructure and private equity firms in Brazil (Brazil Logistics Group, 2009), and the UK (Earth Capital Partners, 2007). As Head of Environmental Finance at Man Group, where he served from 2002 to 2007, Coen co-founded a private equity group focused on clean energy investments, raising capital from institutional investors and family offices globally while managing investments in waste-to-energy projects and agriculture. During his tenure at Man Group, he also managed large external hedge fund portfolios, and launched innovative investment products across carbon finance, clean energy, water, and electricity trading sectors. He started his career in 1998 with Robeco in the Netherlands, participating in the launch of the country’s first quantitative hedge fund. He speaks nine languages and holds a BA in Finance from Maastricht University.

Robert Carilli is a co-founder and has served as the Chief Strategy Officer and Director of ONE Nuclear since January 2022. Mr. Carilli has over 30 years of experience spread throughout multiple sectors of the economy. He began his career at Merrill Lynch where he was focused on corporate debt products, later moving to the Banker’s Trust Company within the commercial and investment banking divisions (1988 to 1991). Robert has also worked closely with numerous private financial institutions. Robert has participated in ventures involved in the areas of energy, finance, wholesale, retail sales and entertainment. Having operated in the private equity and debt sectors since 2004, Robert has assisted many of the major investment banks, private equity firms and hedge funds looking to establish themselves in various markets. He is fluent in both English and Portuguese and holds a BA in Economics from Fordham University. Mr. Carilli was selected to serve as a director due to his significant experience in corporate finance and executive leadership, as well as his familiarity with the Company’s business as its co-founder and Chief Strategy Officer.

Kevin Dowd has served as the Chief Operating Officer and Director of ONE Nuclear since January 2022. Mr. Dowd has spent 25 years in the startup, distressed and restructuring industries focusing on projects with heavy operational components. He began his career in 2000 with Nightingale & Associates, a boutique advisory firm in Stamford, Connecticut, specializing in restructurings and reorganizations of companies in highly distressed situations. In 2003, he co-founded the Berkeley Square Group where he began to take senior management roles in businesses across multiple industries, often acting as Chief Operating Officer and General Counsel in such varied sectors as telecom, defense, manufacturing, retail, medical, consumer goods, automotive supply and building products. Kevin’s experience with the daily operations of businesses and the legal issues associated with them has allowed him to successfully advise companies, lenders, creditors and investors throughout the investment and restructuring processes in both domestic and offshore environments. Kevin holds a BA from Vanderbilt University and received both an MBA and JD from Wake Forest University. Mr. Dowd was selected to serve as a director due to his extensive experience in operational leadership, restructuring, and legal matters across diverse industries, as well as his deep familiarity with the Company’s business as a co-founder and Chief Operating Officer.

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ONE Nuclear’s Advisory Board

To support strategic decision-making in areas that require specialized experience, ONE Nuclear has established a world-class Advisory Board composed of leaders with significant backgrounds in nuclear policy, regulatory affairs, federal government operations, national-security–relevant energy programs, and advanced-technology governance. ONE’s advisory board consists of:

● Joseph Gruters — Chairman of the Republican National Committee and former Florida State Senator; experienced policymaker with extensive background in state-level legislative processes, economic-development initiatives and regulatory affairs. Mr. Gruters brings strategic insight into government relations, permitting environments and regional economic-development priorities relevant to siting large-scale energy-infrastructure assets.

● Margo Black — Former senior banking executive with more than two decades of experience in capital markets, energy finance and structured transactions. Ms. Black advises the Company on financing strategy, capital formation pathways and investor communications, particularly as they relate to large-scale, multi-phase energy-infrastructure projects.

● Chris LaCivita — Veteran political strategist with deep experience in federal policy, national-level governmental engagement and communications strategy. Mr. LaCivita provides strategic guidance on federal affairs, regulatory positioning and stakeholder engagement across agencies relevant to advanced nuclear deployment.

● Slayter Baylis — Veteran public-policy strategist and co-founder of The Advocacy Partners, with more than two decades of experience advising senior government leaders, running successful statewide initiatives, and being recognized as one of Florida’s most influential lobbyists. He has held multiple appointed roles, including positions under Governors Jeb Bush and Ron DeSantis and service on Senator Rubio’s Military Academy Commission.

● Dr. Robert Hayes — Nuclear engineer and tenured professor with subject-matter expertise in reactor physics, radiation detection and nuclear-safety analysis. Dr. Hayes provides technical insight on reactor technology selection, safety-case development and NRC licensing frameworks, supporting ONE Nuclear’s long-term SMR deployment strategy.

Facilities

As of November 2025, ONE Nuclear’s business is in the development stage. ONE Nuclear does not yet own or operate power-generating assets, and all sites are under development or evaluation. ONE Nuclear possesses certain rights to multiple sites, including its priority locations in East Texas, Oklahoma and Washington state, and ONE is actively advancing diligence, engineering, permitting, and customer discussions across a broader pipeline of more than 75 evaluated locations.

Over time, ONE expects substantially all revenue to be derived from its portfolio of gas and nuclear energy parks. ONE’s long-term objective is to develop, own, and operate a diversified fleet of integrated energy parks providing multi-gigawatt, highly reliable, low-carbon baseload power to support the rapidly expanding AI, industrial, and clean-energy economy.

Government Regulation

The development, construction, ownership and operation of natural-gas generation facilities and advanced nuclear small modular reactors (“SMRs”) are subject to extensive federal, state and local laws and regulations. These requirements govern nearly every stage of ONE Nuclear’s business, including site selection, environmental review, licensing, construction, fuel management, operations, decommissioning, land use, water use, and market participation. Compliance obligations may change over time as federal and state policy evolves, and failure to obtain or maintain required authorizations could delay or impair project development.

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Nuclear Licensing and Regulation

ONE Nuclear’s planned SMR facilities will be subject to comprehensive regulation by the U.S. Nuclear regulatory Commission (“NRC”), which exercises federal jurisdiction over the licensing, construction, operation and decommissioning of commercial nuclear reactors.

Key NRC requirements applicable to ONE’s SMR development include:

● Reactor design certification and approval.

○ Deployment of SMRs generally requires NRC approval of the underlying reactor design or licensing framework for non-light-water concepts.

● Site licensing and environmental review

○ Each SMR site must undergo detailed environmental analysis under the National Environmental Policy Act (“NEPA”), along with site-specific safety evaluations.

● Construction permits and operating licenses

○ SMRs may require either a combined license (“COL”), or sequential construction and operating approvals, depending on the regulatory path selected.

● Physical security, safeguards and fuel-cycle requirements

○ Facilities must comply with strict standards regarding materials control, emergency planning, physical security, cybersecurity and spent fuel storage.

● Decommissioning and financial assurance

○ Owners of nuclear facilities must maintain decommissioning funds and adhere to NRC-approved decommissioning plans.

Nuclear licensing can be a lengthy and resource-intensive process. The timing, cost, and ultimate outcome depend on regulatory capacity, stakeholder engagement, design maturity and evolving federal policy. NRC regulatory developments may materially affect ONE Nuclear’s project timelines.

Environmental and Energy Regulation

ONE Nuclear’s projects are subject to a wide range of federal and state environmental statutes and regulations, including but not limited to:

● Clean Air Act (CAA) – governing air emissions from natural-gas facilities and certain construction activities.

● Clean Water Act (CWA) – regulating water withdrawals, discharges, cooling-water systems, and stormwater management.

● Endangered Species Act (ESA) – requiring review of potential impacts on protected species and habitats.

● National Environmental Policy Act (NEPA) – requiring detailed environmental assessments or environmental impact statements for certain federal actions, including nuclear licensing and federal loan-program participation.

● Resource Conservation and Recovery Act (RCRA) – governing handling and disposal of certain waste streams.

Compliance obligations may require extensive environmental studies, mitigation measures, and coordination with federal and state agencies. Environmental approvals may be challenged by third parties, potentially delaying or affecting project development.

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State and Local Permitting

In addition to federal oversight, ONE Nuclear’s projects require a range of state and local permits and approvals, including:

● zoning, land-use and building permits;

● water-use rights and groundwater/extraction approvals;

● environmental permits for air, water and construction;

● state energy-facility siting board approvals, where applicable; and

● local community, tribal, and regional authority reviews.

State-level requirements vary widely across jurisdictions and may impact siting, timelines, and development costs.

Transmission Interconnection and Market Participation

● ONE Nuclear’s energy parks will need to comply with the rules and procedures of regional transmission organizations (“RTOs”) and independent system operators (“ISOs”) for grid interconnection, capacity accreditation, and market participation. These include:

○ interconnection studies under FERC-regulated processes;

○ compliance with RTO/ISO market rules for energy and capacity;

○ operational standards governing reliability and dispatch; and

○ tariffs affecting market access and settlement.

Grid interconnection queues across many regions remain congested, and timelines are uncertain. Regulatory reforms or interconnection delays could materially affect project schedules.

Natural-Gas Infrastructure and Regulation

ONE Nuclear’s near-term natural-gas deployment relies on access to interstate or intrastate natural-gas pipeline systems. These systems are subject to federal and state regulation, including:

● Federal Energy Regulatory Commission (“FERC”) jurisdiction over interstate pipelines;

● state utility-commission oversight of intrastate gas systems; and

● permitting requirements for new gas laterals or compression facilities.

Availability of pipeline capacity and permitting timelines may affect site selection and project viability.

Federal Incentives, Loan Programs and Tax Policies

Federal policy includes several incentives relevant to advanced nuclear and low-carbon energy infrastructure, such as:

● production tax credits for new nuclear generation;

● provisions of the Inflation Reduction Act supporting clean-energy deployment;

● DOE Loan Programs Office financing for eligible nuclear and clean-energy projects; and

● potential state-level tax incentives, grants or development programs.

Changes in tax law, appropriations, or regulatory interpretation could affect project economics or financing options.

Evolving Regulatory Landscape

Energy and environmental regulations continue to evolve in response to decarbonization goals, national-security priorities, reliability needs, and emerging technologies. Future policy developments, including nuclear licensing reform, grid-market redesign, gas-infrastructure regulation, or environmental-permitting modernization, could create opportunities or impose new obligations on ONE Nuclear’s business.

Legal Proceedings

From time to time, ONE Nuclear may become involved in claims, regulatory matters, or legal and administrative proceedings that arise in the ordinary course of business. Such matters can vary in scope and complexity and may involve significant uncertainty. These proceedings could, in certain circumstances, result in monetary damages, fines, penalties, or other forms of relief.

At present, ONE Nuclear is not a party to any claim, lawsuit, or proceeding that, individually or in the aggregate, ONE believes would be material to its business or would be expected to have a material adverse effect on its financial condition, operating results, or cash flows.

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ONE NUCLEAR MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

The following discussion and analysis should be read in conjunction with the selected financial and operating data, the audited financial statements and related notes of One Nuclear Energy (the “Company” or “One Nuclear”) as of September 30, 2025, included elsewhere in this proxy statement/prospectus. These financial statements have been prepared in accordance with U.S. GAAP standards.

The discussion below contains forward-looking statements and reflects the current view of the Company and its subsidiaries and associates with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements.

Overview

The Company is structured to develop, own, and operate a portfolio of behind-the-meter (BTM) microgrids and energy parks that bypass the congested centralized energy transmission infrastructure of the United States. ONE Nuclear’s objective is to cultivate a diverse and sector-agnostic client base of energy-intensive end-users, including not just hyperscale AI and cloud data centers, but also industrial manufacturers, refineries, desalination plants and critical-infrastructure customers.

Recent Developments

The Business Combination

On October 22, 2025, Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company, limited by shares (the “Purchaser” or “HVII”), Solis Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Purchaser (“Merger Sub”), and ONE Nuclear Energy LLC entered into a business combination agreement (the “Business Combination Agreement”) that contemplates a $1.0 billion equity valuation of the Company and an all-stock combination transaction.

The Business Combination will be funded by a combination of HVII cash held in trust, proceeds from potential transaction financing, and equity contributed by existing ONE Nuclear equity holders

Key Components of Statements of Operations

General and Administrative expenses

General and administrative expenses primarily consist of personnel expenses, professional fees, share based compensation expenses, and other general and administrative expenses.

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Results of Operations

The following selected financial data are derived from the audited financial statements of the Company for the period from February 10, 2025 (inception) to September 30, 2025 and should be read in conjunction with our financial statements and the related notes. The historical results are not necessarily indicative of the results of future operations.

The following tables set forth our Statement of Operations data for the period presented:

	For the period February 10, 2025 (inception)
	through September 30, 2025
Operating expenses
General and administrative	$	472,805
Loss from operations		(472,805	)
Net loss	$	(472,805	)
Weighted average member units outstanding, basic and diluted		10,000,000
Basic and diluted net loss per member unit	$	(0.05	)

Operating Expenses

General and administrative expenses

The Company incurred approximately $0.5 million in general and administrative expenses primarily consisting of personnel expenses, professional fees and share based compensation expenses.

Liquidity and Capital Resources

The Company’s primary sources of liquidity have been cash from initial operating activities. The Company had an accumulated deficit of $472,805 as of September 30, 2025. As of September 30, 2025, working capital deficit was $469,164 and cash was $60.

The Company’s future capital requirements will depend on many factors, including the timing and extent of spending. In order to finance these opportunities, the Company will need to raise additional financing. While there can be no assurances, the Company intends to raise such capital through issuances of additional equity. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Company’s business, results of operations and financial condition would be materially and adversely affected.

As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 205-40, “Going Concern,” management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date these financial statements are available to be issued. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

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Cash flows for the period from February 10, 2025 (inception) through September 30, 2025

The following table summarizes the Company’s cash flows from operating, investing and financing activities for the period of February 10, 2025 (inception) through September 30, 2025:

CASH USED IN OPERATING ACTIVITIES	$	(40	)
CASH PROVIDED BY FINANCING ACTIVITIES	$	100
CASH USED IN INVESTING ACTIVITIES	$	-

Cash flows used in operating activities

Net cash used in operating activities for period from February 10, 2025 (inception) through September 30, 2025, was $40. The primary driver was bank fees incurred.

Cash flows provided by financing activities

Cash provided by financing activities for the period from February 10, 2025 (inception) through September 30, 2025, was $100. This was related to the initial capital contribution into the entity.

Cash flows used in investing activities

There was no cash used in investing activities for the period from February 10, 2025 (inception) through September 30, 2025.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of financial condition and results of operations is based on our financial statements which have been prepared in accordance with US GAAP standards. In preparing our financial statements, we make estimates, assumptions, and judgments that can have a significant impact on our reported revenue, results of operations, and net income or loss, as well as on the value of certain assets and liabilities on our balance sheet during and as of the reporting periods. These estimates, assumptions, and judgments are necessary because future events and their effects on our results and the value of our assets cannot be determined with certainty and are based on our historical experience and on other assumptions that we believe to be reasonable under the circumstances. These estimates may change as new events occur or additional information is obtained, and we may periodically be faced with uncertainties, the outcomes of which are not within our control and may not be known for a prolonged period. Because the use of estimates is inherent in the financial reporting process, actual results could differ from those estimates.

We believe that the assumptions and estimates associated with the following critical accounting policies involve significant judgment and thus have the most significant potential impact on our financial statements.

Off-Balance Sheet Arrangements

Other than as otherwise described in this proxy statement/prospectus, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on its financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

Recent Accounting Pronouncements

See “Recent Accounting Pronouncements” described in Note 3 of the Company’s financial statements included elsewhere in this proxy statement/prospectus.

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups (“JOBS”) Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as to those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

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CERTAIN ONE NUCLEAR RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Non-Exclusive Representative Agreement with Daniel Taylor

On July 1, 2025, ONE Nuclear entered into a non-exclusive representative and non-disclosure agreement with Daniel Taylor, who is the son of ONE Nuclear’s Chief Executive Officer Richard Taylor. Pursuant to the agreement, Daniel Taylor has been engaged as an independent contractor to assist ONE Nuclear in identifying potential investors for its various nuclear energy projects. Compensation under the agreement is commission-based, with Daniel Taylor entitled to receive 3% of investments up to $2 million and 2% of amounts above $2 million. The agreement is non-exclusive, has a three-year term, and includes confidentiality and indemnification provisions. As of the date of this proxy statement/prospectus, no payment has been made to Daniel Taylor under the agreement.

Daniel Taylor also provides services to ONE Nuclear as a Senior Project Manager, reporting to Kevin Dowd. Daniel Taylor is not compensated by ONE Nuclear for his services in this role.

Real Estate Services Agreement

On May 21, 2025, ONE Nuclear entered into a real estate services agreement (the “Cushman Agreement”), with Cushman & Wakefield U.S., Inc. (“Cushman”). Peter Menna, the brother-in-law of Kevin Dowd, ONE Nuclear’s Chief Operating Officer, is a commercial real estate agent with Cushman. The Cushman Agreement establishes Cushman as a preferred real estate broker, agent and real estate services provider and grants Cushman the right to represent ONE Nuclear with respect to certain services enumerated in the agreement. The agreement contemplates that commissions are paid either by third parties (when customary) or by ONE Nuclear (when not customary), at prevailing market rates. The agreement is non-exclusive, has a three-year term, and includes confidentiality and indemnification provisions. As of the date of this proxy statement/prospectus, no payment has been made to Cushman pursuant to the Cushman Agreement.

Strategic Advisory Agreement

On May 5, 2025, ONE Nuclear entered into a strategic advisory agreement (the “ASPM Agreement”) with ASPM Nuclear Sales Advisory LLC (“ASPM”). Mr. Menna is one of two members of ASPM. Pursuant to the agreement, ASPM has been engaged to help ONE Nuclear identify, contact, and introduce real estate and data center developers who may be interested in collaborating with the company. ASPM will arrange and participate in these introductions and provide strategic advice on implementing SMR nuclear development programs in connection with data center projects in the United States. Pursuant to the terms of the agreement, ASPM will receive a fee of $3,000,000 for each Rolls-Royce SMR ordered as a result of an introduction made by ASPM, provided certain participation criteria are met. As of the date of this proxy statement/prospectus, no payment has been made to ASPM pursuant to the ASPM Agreement.

Promissory Note and Personal Guarantees

On December 19, 2025, ONE Nuclear issued a promissory note to HVII (the “Note”). Under the terms of the Note, ONE Nuclear may request from HVII up to an aggregate of $300,000 (collectively, the “Advances”), solely to pay expenses incurred in connection with third-party legal, accounting, and audit services, including, without limitation, expenses related to the preparation, filing, and review of ONE Nuclear’s financial statements, regulatory filings, and other related corporate and compliance matters.

In consideration of HVII’s commitment to make available up to $300,000 for Advances under the Note and to compensate HVII for any and all outstanding Advances, ONE Nuclear agreed to pay to HVII a monthly non-refundable fee equal to $10,000 (the “Commitment Fee”), which fee shall be fully earned by HVII and paid in-kind in arrears, on the last calendar day of each month until the Maturity Date and on the Maturity Date, in each case pro-rated for any partial period. The aggregate amount of capitalized Commitment Fees, collectively with the aggregate unpaid principal amount of all Advances, is referred to as, the “Obligations.” “Maturity Date” means the earlier of (i) March 31, 2026, (ii) the date upon which all or any part of the Obligations have been declared or automatically have become due and payable (whether by acceleration or otherwise), and (iii) the date upon which the Business Combination or any third-party bridge financing, outside financing or similar capital-raising transaction by ONE Nuclear is consummated. The Obligations may be prepaid at any time without penalty. As of December 23, 2026, the aggregate unpaid principal amount of all Advances is $300,000.

The obligation of HVII to make Advances under the Note became effective on December 19, 2025, upon receipt of executed guaranties by and among HVII and each of Richard Taylor, ONE Nuclear’s Chief Executive Officer, Robert Carilli, ONE Nuclear’s Chief Strategy Officer, and Kevin Dowd, ONE Nuclear’s Chief Operating Officer (collectively, the “Guaranty Agreements”).

Pursuant to the terms of the Guaranty Agreements, each of Mr. Taylor, Mr. Carilli and Mr. Dowd (each an “Obligor”) agreed to guarantee, as primary obligor and not merely as a surety, the full and prompt payment and performance of all of the Obligations which may become due and owing (the “Guaranteed Obligations”). Upon the occurrence of an Event of Default (as defined in the Guaranty Agreements), the Obligors shall pay to HVII the amount of the Guaranteed Obligations.

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EXECUTIVE AND DIRECTOR COMPENSATION OF ONE NUCLEAR

Throughout this section, unless otherwise noted, references to “we,” “us,” “our,” “ONE Nuclear,” the “Company” and similar terms refer to ONE Nuclear prior to the consummation of the Business Combination, and references to “New ONE Nuclear” refer to New ONE Nuclear and its subsidiaries after the Business Combination.

ONE Nuclear was formed in February 2025 and, accordingly, did not engage any non-employee directors or executive officers during 2024. Upon the consummation of the Business Combination, New ONE Nuclear will be considered an emerging growth company for purposes of the SEC’s executive compensation disclosure rules. In accordance with such rules, New ONE Nuclear will be required to provide tabular disclosure of summary compensation and outstanding equity awards at fiscal year-end, as well as limited narrative disclosures. Prior to the Business Combination, ONE Nuclear has not paid, and, except as set forth below, does not expect to pay, any compensation to its executives or directors.

Coen Weddepohl Consulting Agreement

On August 18, 2025, ONE Nuclear entered into a consulting agreement with BCR-ABL LLC, an affiliate of Coen Weddepohl, its Chief Financial Officer. Under the agreement, Mr. Weddepohl agrees to act as Chief Financial Officer and Chief Investment Officer to ONE Nuclear. The consulting agreement is terminable by either party with six (6) months’ prior written notice to the other party, or terminable immediately upon material default of the consulting agreement by the other party that is not cured within ten (10) days. Until consummation of the Business Combination, Mr. Weddepohl is due a consulting fee equal to $200,004 annually, payable in 12 equal monthly payments. Until ONE Nuclear has received an initial capital investment or loan of at least $3,000,000, payments of the consulting fee accrue but are unpaid. As of November 30, 2025, ONE Nuclear had accrued $92,000 in such consulting fee payable to Mr. Weddepohl. In addition, under the consulting agreement, Mr. Weddepohl is entitled to 150,000 membership rights in ONE Nuclear, which vest 75,000 after one year, 37,500 after two years and 37,500 after three years, subject to his continued service through each vesting date. The consulting agreement also provides that the membership rights granted to Mr. Weddepohl under the terms of the consulting agreement, will not be diluted by any amount of an initial capital investment by an outside investor equal to or less than $5,000,000 of a pre-public event capital investment into ONE Nuclear. ONE Nuclear will also reimburse Mr. Weddepohl for certain reasonable business expenses, and pay a monthly payment of $10,000 in lieu of healthcare related benefits. If the consulting agreement is terminated “without cause,” Mr. Weddepohl will be entitled to all vested and unvested membership rights and a severance payment of $100,000. The consulting agreement includes standard confidentiality provisions and an agreement not to compete in the nuclear energy sector for 12 months after separation.

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BOARD OF DIRECTORS AND MANAGEMENT OF NEW ONE NUCLEAR FOLLOWING BUSINESS COMBINATION

Unless the context requires otherwise, references to “ONE Nuclear,” “we,” “us,” “our” and “the Company” in this section are to the business and operations of ONE Nuclear prior to the Transaction and the business and operations of New ONE Nuclear as directly or indirectly affected by ONE Nuclear by virtue of New ONE Nuclear’s ownership of the business of ONE Nuclear following the Transaction.

Board of Directors and Management of New ONE Nuclear

The following is a list of the persons who we anticipate will be New ONE Nuclear’s executive officers, directors and other significant employees following the Transaction, and their ages and positions.

Name	Age	Title
Richard Taylor	68	Chief Executive Officer and Chairman
Coen Weddepohl	50	Chief Financial Officer
Robert Carilli	60	Chief Strategy Officer and Director
Kevin Dowd	53	Chief Operating Officer and Director

Executive Officers

Richard Taylor is expected to serve as the Chief Executive Officer and Chairman of New One Nuclear. Mr. Taylor is a co-founder and has served as the Chief Executive Officer and Chairman of the Board of ONE Nuclear since January 2022. Mr. Taylor has over 40 years of experience in engineering, commercial, general management and new business development, including 25 years with BP (1983 to 2008). With BP he led international engineering and M&A projects, developed corporate strategy, and managed Europe’s largest onshore oilfield. In 2000, as the President of BP in Brazil, he led complex joint ventures, upstream and downstream businesses, and delivered Brazil’s largest rural photovoltaic solar energy project. Richard left BP to start-up his own technology and renewable energy ventures. With over 15 years developing his own businesses, he is the co-founder of innovative companies operating in the UK, Brazil, East Africa and India. His enterprises now employ over 2000 people, have over a million customers, and generate several million tons of carbon reductions every year. He is a co-founder of the award-winning energy technology company KOKO Networks where he served as Chairman until 2024. Richard is fluent in English and Portuguese, is an honorary councillor of Britcham in Brazil, a Fellow of the UK Institution of Civil Engineers, and holds an MA in Engineering from Cambridge University and an MBA from Warwick University. Mr. Taylor was selected to serve as director due to his extensive leadership experience in global energy markets, proven track record in building and scaling innovative businesses, deep expertise in engineering and strategic management, as well as the unique combination of skills he brings as our co-founder and Chief Executive Officer.

Coen Weddepohl is expected to serve as the Chief Financial Officer of New One Nuclear. Mr. Weddepohl has served as the Chief Financial Officer of ONE Nuclear since June 2025. He brings 27 years of experience investing and capital formation in energy infrastructure and hedge funds, working in global markets including New York, London, Zurich, Rio de Janeiro, and Rotterdam. Prior to joining ONE Nuclear, Coen has served as an advisor at energyRe, a US clean energy IPP, since the beginning of 2025. In 2021 he co-founded Schroders Greencoat’s US business, and prior to that co-founded energy infrastructure and private equity firms in Brazil (Brazil Logistics Group, 2009), and the UK (Earth Capital Partners, 2007). As Head of Environmental Finance at Man Group, where he served from 2002 to 2007, Coen co-founded a private equity group focused on clean energy investments, raising capital from institutional investors and family offices globally while managing investments in waste-to-energy projects and agriculture. During his tenure at Man Group, he also managed large external hedge fund portfolios, and launched innovative investment products across carbon finance, clean energy, water, and electricity trading sectors. He started his career in 1998 with Robeco in the Netherlands, participating in the launch of the country’s first quantitative hedge fund. He speaks nine languages and holds a BA in Finance from Maastricht University.

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Robert Carilli is expected to serve as the Chief Strategy Officer and Director of New One Nuclear. Mr. Carilli is a co-founder and has served as the Chief Strategy Officer and Director of ONE Nuclear since January 2022. Mr. Carilli has over 30 years of experience spread throughout multiple sectors of the economy. He began his career at Merrill Lynch where he was focused on corporate debt products, later moving to the Banker’s Trust Company within the commercial and investment banking divisions (1988 to 1991). Robert has also worked closely with numerous private financial institutions. Robert has participated in ventures involved in the areas of energy, finance, wholesale, retail sales and entertainment. Having operated in the private equity and debt sectors since 2004, Robert has assisted many of the major investment banks, private equity firms and hedge funds looking to establish themselves in various markets. He is fluent in both English and Portuguese and holds a BA in Economics from Fordham University. Mr. Carilli was selected to serve as a director due to his significant experience in corporate finance and executive leadership, as well as his familiarity with the Company’s business as its co-founder and Chief Strategy Officer.

Kevin Dowd is expected to serve as the Chief Operating Officer and Director of New One Nuclear. Mr. Dowd has served as the Chief Operating Officer and Director of ONE Nuclear since January 2022. Mr. Dowd has spent 25 years in the startup, distressed and restructuring industries focusing on projects with heavy operational components. He began his career in 2000 with Nightingale & Associates, a boutique advisory firm in Stamford, Connecticut, specializing in restructurings and reorganizations of companies in highly distressed situations. In 2003, he co-founded the Berkeley Square Group where he began to take senior management roles in businesses across multiple industries, often acting as Chief Operating Officer and General Counsel in such varied sectors as telecom, defense, manufacturing, retail, medical, consumer goods, automotive supply and building products. Kevin’s experience with the daily operations of businesses and the legal issues associated with them has allowed him to successfully advise companies, lenders, creditors and investors throughout the investment and restructuring processes in both domestic and offshore environments. Kevin holds a BA from Vanderbilt University and received both an MBA and JD from Wake Forest University. Mr. Dowd was selected to serve as a director due to his extensive experience in operational leadership, restructuring, and legal matters across diverse industries, as well as his deep familiarity with the Company’s business as a co-founder and Chief Operating Officer.

Non-Employee Directors

[              ]

[              ]

[              ]

[              ]

Corporate Governance

New ONE Nuclear will structure its corporate governance in a manner that ONE Nuclear and HVII believe will closely align New ONE Nuclear’s interests with those of its stockholders following the Merger. Notable features of this corporate governance structure include:

● independent director representation on the audit committee immediately at the time of the Merger, and the independent directors will meet regularly in executive sessions without the presence of New ONE Nuclear’s corporate officers or non-independent directors;

● at least one of New ONE Nuclear’s directors will qualify as an “audit committee financial expert” as defined by the SEC; and

● other corporate governance best practices such as implementing a robust director education program.

Role of Board in Risk Oversight

The New ONE Nuclear Board will have extensive involvement in the oversight of risk management related to New ONE Nuclear and its business and will accomplish this oversight through the regular reporting to the New ONE Nuclear Board by the audit committee. The audit committee will represent the New ONE Nuclear Board by periodically reviewing New ONE Nuclear’s accounting, reporting and financial practices, including the integrity of its financial statements, the surveillance of administrative and financial controls and its compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance, legal, internal audit and information technology functions, the audit committee will review and discuss all significant areas of New ONE Nuclear’s business and summarize for the New ONE Nuclear Board all areas of risk and the appropriate mitigating factors. In addition, the New ONE Nuclear Board will receive periodic detailed operating performance reviews from management.

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Board Committees

After the completion of the Transaction, the standing committees of the New ONE Nuclear Board will consist of an audit committee, a compensation committee and a nominating and corporate governance committee. The New ONE Nuclear Board may from time to time establish other committees.

New ONE Nuclear’s chief executive officer and other executive officers will regularly report to the non-executive directors and the audit committee to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. We believe that the leadership structure of the New ONE Nuclear Board will provide appropriate risk oversight of New ONE Nuclear’s activities.

Audit Committee

Upon the completion of the Transaction, we expect New ONE Nuclear to have an audit committee consisting of Messrs. [                 ] (chair) and [                 ] and [                 ]. Each proposed member of the audit committee is financially literate, qualifies as an independent director under the Nasdaq corporate governance standards and the independence requirements of Rule 10A-3 under the Exchange Act. Following the Merger, the New ONE Nuclear Board will determine which member of its audit committee qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and possesses financial sophistication, as defined under the rules of Nasdaq. The purpose of the audit committee will be to prepare the audit committee report required by the SEC to be included in New ONE Nuclear’s proxy statement and to assist the New ONE Nuclear Board in overseeing and monitoring (1) the quality and integrity of the financial statements, (2) compliance with legal and regulatory requirements, (3) New ONE Nuclear’s independent registered public accounting firm’s qualifications and independence, (4) the performance of New ONE Nuclear’s internal audit function and (5) the performance of New ONE Nuclear’s independent registered public accounting firm.

The New ONE Nuclear Board will adopt a written charter for the audit committee which will be available on New ONE Nuclear’s website upon the completion of the Transaction.

Compensation Committee

Upon the completion of the Transaction, we expect New ONE Nuclear to have a compensation committee consisting of Messrs. [             ] (chair), [             ], [             ] and [             ].

The purpose of the compensation committee is to assist the New ONE Nuclear Board in discharging its responsibilities relating to (1) setting New ONE Nuclear’s compensation program and compensation of its executive officers and directors, (2) monitoring New ONE Nuclear’s incentive and equity-based compensation plans and (3) preparing the compensation committee report required to be included in New ONE Nuclear’s proxy statement under the rules and regulations of the SEC.

The New ONE Nuclear Board will adopt a written charter for the compensation committee which will be available on New ONE Nuclear’s website upon the completion of the Transaction.

Nominating and Corporate Governance Committee

Upon the completion of the Transaction, we expect New ONE Nuclear to have a nominating and corporate governance committee consisting of Messrs. [              ] (chair), [              ], [              ], and [              ].

The purpose of the nominating and corporate governance committee will be to assist the New ONE Nuclear Board in discharging its responsibilities relating to (1) identifying individuals qualified to become new members of the New ONE Nuclear Board, consistent with criteria approved by the New ONE Nuclear Board, (2) reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection and selecting, or recommending that the New ONE Nuclear Board select, the director nominees for the next annual meeting of stockholders, (3) identifying potential members qualified to fill vacancies on any New ONE Nuclear Board committee and recommending that the New ONE Nuclear Board appoint the identified member or members to the applicable committee, (4) reviewing and recommending to the New ONE Nuclear Board corporate governance principles applicable to New ONE Nuclear, (5) overseeing the evaluation of the New ONE Nuclear Board and management and (6) handling such other matters that are specifically delegated to the committee by the New ONE Nuclear Board from time to time.

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The New ONE Nuclear Board will adopt a written charter for the nominating and corporate governance committee which will be available on New ONE Nuclear’s website upon completion of the Transaction.

Code of Business Conduct

New ONE Nuclear will adopt a code of business conduct that applies to all of its directors, officers and employees, including its principal executive officer, principal financial officer and principal accounting officer, which will be available on New ONE Nuclear’s website upon the completion of the Transaction. New ONE Nuclear’s code of business conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. Please note that New ONE Nuclear’s Internet website address is provided as an inactive textual reference only. New ONE Nuclear will make any legally required disclosures regarding amendments to, or waivers of, provisions of its code of ethics on its Internet website.

Compensation Committee Interlocks and Insider Participation

No member of the compensation committee was at any time during fiscal year 2024, or at any other time, one of our officers or employees. None of our executive officers has served as a director or member of a compensation committee (or other committee serving an equivalent function) of any entity, one of whose executive officers served as a director of the New ONE Nuclear Board or member of our compensation committee.

Independence of the Board of Directors

Nasdaq rules generally require that independent directors must comprise a majority of a listed company’s board of directors. Based upon information requested from and provided by each proposed director concerning his or her background, employment and affiliations, including family relationships, we have determined that [           ] and [           ] are “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq.

Related Party Transactions Policy Following the Transaction

Effective upon the consummation of the Transaction, the New ONE Nuclear Board expects to adopt a written policy on transactions with related persons that is in conformity with the requirements for issuers having publicly held common stock that is listed on Nasdaq. Under the policy, the New ONE Nuclear will develop and implement processes and procedures to obtain information regarding related persons with respect to potential related person transactions and then determining, based on the facts and circumstances, whether such potential related person transactions do, in fact, constitute related person transactions requiring compliance with the policy. If it is determined that a transaction or relationship is a related person transaction requiring compliance with the policy, New ONE Nuclear’s audit committee will be required to review the relevant facts and circumstances of each related person transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party and the extent of the related person’s interest in the transaction, take into account the conflicts of interest and corporate opportunity provisions of New ONE Nuclear’s code of business conduct and ethics (which will also be put in place in connection with the Transaction), and either approve or disapprove the related person transaction. In particular, New ONE Nuclear’s policy will require New ONE Nuclear’s audit committee to consider, among other factors it deems appropriate:

● the related person’s relationship to New ONE Nuclear and interest in the transaction;

● the material facts of the proposed transaction, including the proposed aggregate value of the transaction;

● the impact on a director’s or a director nominee’s independence in the event the related person is a director or director nominee or an immediate family member of the director or director nominee;

● the benefits to New ONE Nuclear of the proposed transaction;

● if applicable, the availability of other sources of comparable products or services; and

● an assessment of whether the proposed transaction is on terms that are comparable to the terms available to an unrelated third party or to employees generally.

If advance audit committee approval of a related person transaction requiring the audit committee’s approval is not feasible, then the transaction may be preliminarily entered into by management upon prior approval of the transaction by the chair of the audit committee, subject to ratification of the transaction by the audit committee at the audit committee’s next regularly scheduled meeting; provided, that if ratification is not forthcoming, management will make all reasonable efforts to cancel or annul the transaction. If a transaction was not initially recognized as a related person transaction, then, upon such recognition, the transaction will be presented to the audit committee for ratification at the audit committee’s next regularly scheduled meeting; provided, that if ratification is not forthcoming, management will make all reasonable efforts to cancel or annul the transaction. New ONE Nuclear’s management will update the audit committee as to any material changes to any approved or ratified related person transaction and will provide a status report at least annually of all then current related person transactions. No director will be permitted to participate in the approval of a related person transaction for which he or she is a related person.

In addition, under New ONE Nuclear’s code of business conduct and ethics, which will be adopted effective upon the consummation of the Transaction, New ONE Nuclear’s employees, directors and director nominees will have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.

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DESCRIPTION OF NEW ONE NUCLEAR SECURITIES

The following description summarizes the most important terms of the New ONE Nuclear securities, as expected to be in effect upon the consummation of the Transaction. We expect to adopt the New ONE Nuclear Charter and the New ONE Nuclear Bylaws in connection with the Closing, and this description summarizes the provisions that are expected to be included in such documents. Because it is only a summary, it does not contain all of the information that may be important to you. For a complete description of the matters set forth in this section titled “Description of New ONE Nuclear Securities,” you should refer to the New ONE Nuclear Charter and the New ONE Nuclear Bylaws, the forms of which are attached as Annex B and Annex C to this proxy statement/prospectus, respectively, and to the DGCL and other applicable provisions of Delaware law.

Authorized Capitalization

Upon the consummation of the Transaction, New ONE Nuclear’s authorized capital stock will consist of 500,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. Unless the New ONE Nuclear Board determines otherwise, New ONE Nuclear will issue all shares of its capital stock in uncertificated form.

New ONE Nuclear Common Stock

Voting rights

Holders of shares of New ONE Nuclear Common Stock will be entitled to one (1) vote for each share of New ONE Nuclear Common Stock held as of the record date on all matters submitted to a vote of stockholders, provided, however, that, except as otherwise required in the New ONE Nuclear Charter or by applicable law, the holders of New ONE Nuclear Common Stock will not be entitled to vote on any amendment to the New ONE Nuclear Charter that relates solely to the terms of one or more outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the New ONE Nuclear Charter (including any certificate of designation relating to any series of preferred stock) or pursuant to the DGCL.

Dividend rights

Subject to applicable law and the rights and preferences of the holders of any outstanding series of New ONE Nuclear preferred stock and to the other provisions of the New ONE Nuclear Charter, the holders of New ONE Nuclear Common Stock shall be entitled to the payment of dividends on the New ONE Nuclear Common Stock in cash, in property or in shares of New ONE Nuclear Common Stock when, as and if declared thereon by the New ONE Nuclear Board from time to time out of assets or funds of the New ONE Nuclear legally available therefor.

Rights upon liquidation

Subject to the rights of holders of New ONE Nuclear preferred stock, upon New ONE Nuclear’s liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to any future holders of preferred stock having liquidation preferences, the holders of New ONE Nuclear Common Stock will be entitled to receive pro rata New ONE Nuclear’s remaining assets available for distribution.

New ONE Nuclear Preferred Stock

Under the terms of the New ONE Nuclear Charter, the New ONE Nuclear Board is authorized to direct New ONE Nuclear to issue shares of preferred stock in one or more series without stockholder approval. The New ONE Nuclear Board has the discretion to determine the rights, powers, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.

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The purpose of authorizing the New ONE Nuclear Board to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of the outstanding voting stock. Additionally, the issuance of preferred stock may adversely affect the holders of New ONE Nuclear Common Stock by restricting dividends on the New ONE Nuclear Common Stock, diluting the voting power of the New ONE Nuclear Common Stock or subordinating the liquidation rights of the New ONE Nuclear Common Stock. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the market price of the New ONE Nuclear Common Stock.

Anti-Takeover Provisions of the New ONE Nuclear Charter and the New ONE Nuclear Bylaws

The New ONE Nuclear Charter and the New ONE Nuclear Bylaws contain provisions that may delay, defer or discourage another party from acquiring control of New ONE Nuclear. New ONE Nuclear expects that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of New ONE Nuclear to first negotiate with the New ONE Nuclear Board, which may result in an improvement of the terms of any such acquisition in favor of the stockholders. However, they also give the New ONE Nuclear Board the power to discourage acquisitions that some stockholders may favor.

Authorized but Unissued Shares

The authorized but unissued shares of New ONE Nuclear Common Stock and preferred stock are available for future issuance without stockholder approval, subject to any limitations imposed by the listing standards of Nasdaq. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could make more difficult or discourage an attempt to obtain control of New ONE Nuclear by means of a proxy contest, tender offer, merger or otherwise.

Classified Board of Directors

The New ONE Nuclear Charter provides that the New ONE Nuclear Board will be divided into three classes of directors, with the classes to be as nearly equal in number as possible, and with each director serving a three-year term. As a result, approximately one-half of the New ONE Nuclear Board will be elected each year. The classification of directors will have the effect of making it more difficult for stockholders to change the composition of the New ONE Nuclear Board.

Stockholder Action; Special Meetings of Stockholders

The New ONE Nuclear Bylaws will provide that stockholders may not take action by written consent, but may only take action at annual or special meetings of stockholders. As a result, a holder controlling a majority of New ONE Nuclear capital stock would not be able to amend the New ONE Nuclear Bylaws or remove directors without holding a meeting of stockholders called in accordance with the New ONE Nuclear Bylaws. Further, the New ONE Nuclear Bylaws will provide that only the chairperson of the New ONE Nuclear Board, a majority of the New ONE Nuclear Board or the Chief Executive Officer of New ONE Nuclear may call special meetings of stockholders, thus prohibiting a stockholder from calling a special meeting. These provisions might delay the ability of stockholders to force consideration of a proposal or for stockholders controlling a majority of New ONE Nuclear capital stock to take any action, including the removal of directors.

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Advance Notice Requirements for Stockholder Proposals and Director Nominations

In addition, the New ONE Nuclear Bylaws will establish an advance notice procedure for stockholder proposals to be brought before an annual meeting or special meeting of stockholders. Generally, in order for any matter to be “properly brought” before a meeting, the matter must be (a) specified in a notice of meeting given by or at the direction of the New ONE Nuclear Board, (b) if not specified in a notice of meeting, otherwise brought before the meeting by the New ONE Nuclear Board, or (c) otherwise properly brought before the meeting by a stockholder who (1) is a stockholder of record entitled to vote at such annual meeting on the date of the giving of the notice and on the record date for the determination of stockholders entitled to vote at such meeting, and (2) has complied with the advance notice procedures specified in the New ONE Nuclear Bylaws or properly made such proposal in accordance with Rule 14a-8 under the Exchange Act and the rules and regulations thereunder, which proposal has been included in the proxy statement for the annual meeting. Further, for business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in proper written form to the secretary and such business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice must be delivered to, or mailed and received at, New ONE Nuclear’s principal executive offices not less than ninety (90) days nor more than one hundred twenty (120) days prior to the one-year anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received, not earlier than the close of business on the 120th day prior to such annual meeting and not later than the 90th day prior to such annual meeting or, if later, the 10th day following the day on which public disclosure of the date of such annual meeting was first made.

Stockholders at an annual meeting or special meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the New ONE Nuclear Board or by a qualified stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely written notice in proper form to New ONE Nuclear of the stockholder’s intention to bring such business before the meeting. These provisions could have the effect of delaying stockholder actions that are favored by the holders of a majority of the outstanding voting securities until the next stockholder meeting.

No Cumulative Voting

Under the DGCL, there is no right to vote cumulatively (which allows stockholders to cast all of the votes such stockholder is entitled to for a single nominee for a board of directors rather than only being able to vote the number of shares such stockholder holds for or against each nominee) unless expressly authorized in the certificate of incorporation. The New ONE Nuclear Charter does not authorize cumulative voting.

Amendment of New ONE Nuclear Charter or New ONE Nuclear Bylaws

The New ONE Nuclear Bylaws may be amended or repealed by a majority vote of the New ONE Nuclear Board or by the holders of at least 66 2∕3% of the voting power of all of the then-outstanding shares entitled to vote generally in the election of directors, voting together as a single class. The affirmative vote of a majority of the New ONE Nuclear Board and at least 66 2∕3% in voting power of the outstanding shares entitled to vote thereon would be required to amend certain provisions of the New ONE Nuclear Charter.

Limitations on Liability and Indemnification of Officers and Directors

The New ONE Nuclear Charter and New ONE Nuclear Bylaws provide indemnification and advancement of expenses for New ONE Nuclear’s directors and officers to the fullest extent permitted by the DGCL, subject to certain limited exceptions. New ONE Nuclear intends to enter into indemnification agreements with each of its directors and officers. In some cases, the provisions of those indemnification agreements may be broader than the specific indemnification provisions contained under Delaware law. In addition, as permitted by Delaware law, the New ONE Nuclear Charter includes a provision that eliminates the personal liability of directors for monetary damages resulting from breaches of certain fiduciary duties as a director. The effect of this provision is to restrict New ONE Nuclear’s rights and the rights of New ONE Nuclear stockholders in derivative suits to recover monetary damages against a director for breach of fiduciary duties as a director.

These provisions may be held not to be enforceable for violations of the federal securities laws of the United States.

Dissenters’ Rights of Appraisal and Payment

Under the DGCL, with certain exceptions, New ONE Nuclear Stockholders will have appraisal rights in connection with a merger or consolidation of New ONE Nuclear. Pursuant to Section 262 of the DGCL, stockholders who properly demands and perfects appraisal rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares, as determined by the Delaware Court of Chancery.

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Stockholders’ Derivative Actions

Under the DGCL, any of the New ONE Nuclear Stockholders may bring an action in the company’s name to procure a judgment in its favor, also known as a derivative action, provided that the stockholder brining the action is a holder of New ONE Nuclear Common Stock at the time of the transaction to which the action relates.

Forum Selection

The New ONE Nuclear Bylaws provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any stockholder to bring (i) any derivative action or proceeding brought on behalf of New ONE Nuclear; (ii) any action or proceeding asserting a claim of, or a claim based on, a breach of a fiduciary duty owed by any current or former director, officer, or other employee of New ONE Nuclear to New ONE Nuclear or New ONE Nuclear’s stockholders; (iii) any action or proceeding asserting a claim arising pursuant to any provision of the DGCL, the New ONE Nuclear Charter, or the New ONE Nuclear Bylaws (including, without limitation, with respect to the interpretation, validity, or enforceability of any provision hereof or thereof); or (iv) any action asserting a claim governed by the internal affairs doctrine. These provisions would not apply to suits brought to enforce a duty or liability created by the Exchange Act. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, the New ONE Nuclear Charter and New ONE Nuclear Bylaws further provide that the United States District Court for the District of Delaware shall be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act or the Exchange Act. For the avoidance of doubt, this provision is intended to benefit, and may be enforced by, New ONE Nuclear, its officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering.

These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with New ONE Nuclear or its directors, officers, or other employees and may discourage these types of lawsuits. Furthermore, the enforceability of similar choice of forum provisions in other companies’ certificates of incorporation or bylaws has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. New ONE Nuclear notes that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Transfer Agent and Registrar

The transfer agent and registrar for the New ONE Nuclear Common Stock is Odyssey Transfer and Trust Company.

Trading Symbol and Market

The shares of New ONE Nuclear Common Stock are expected to be listed on Nasdaq under the symbol “ONEN.”

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COMPARISON OF STOCKHOLDERS’ RIGHTS

HVII is an exempted company with limited liability incorporated under the Companies Act. The Companies Act, Cayman Islands law generally and the HVII Charter governs the rights of its shareholders. The Companies Act and Cayman Islands law generally differs in some material respects from laws generally applicable to United States corporations and their stockholders. In addition, the HVII Charter differs in certain material respects from the New ONE Nuclear Organizational Documents. ONE Nuclear is a limited liability company organized under the laws of the State of Delaware and is currently governed by the ONE Nuclear Operating Agreement. As a result, when you become a stockholder of New ONE Nuclear, your rights will differ in some regards as compared to when you were a shareholder of HVII. In addition, the rights of current ONE Nuclear shareholders will differ in certain material respects from those of the shareholders of New ONE Nuclear following the completion of the Transaction.

Since the HVII Charter will, if approved, ultimately be replaced by the New ONE Nuclear Organizational Documents at Closing, the chart below is a summary outlining important similarities and differences in the corporate governance and stockholder/shareholder rights associated with each of HVII, ONE Nuclear and New ONE Nuclear according to applicable law and/or the organizational documents of HVII, ONE Nuclear and New ONE Nuclear. This summary is qualified by reference to the complete text of the forms of New ONE Nuclear Charter and the New ONE Nuclear Bylaws attached to this proxy statement/prospectus as Annex B and Annex C, respectively. You should review the forms of the New ONE Nuclear Charter and the New ONE Nuclear Bylaws, as well as the Delaware corporate law, including the DGCL, DLLCA, and corporate laws of the Cayman Islands, including the Companies Act, to understand how these laws apply to HVII, ONE Nuclear and New ONE Nuclear.

HVII	ONE Nuclear	New ONE Nuclear
Organizational Documents
The rights of HVII’s shareholders are governed by the HVII Charter and the Companies Act.	The rights of ONE Nuclear’s shareholders are governed by the ONE Nuclear Operating Agreement and the DLLCA.	The rights of New ONE Nuclear Stockholders will be governed by the New ONE Nuclear Charter, the New ONE Nuclear Bylaws and the DGCL.
Authorized Capital Stock
HVII is authorized to issue up to 220,000,000 ordinary shares, including 200,000,000 Class A ordinary shares and 20,000,000 Class B ordinary shares, as well as 1,000,000 preference shares, $0.0001 par value each.	ONE Nuclear is authorized and has issued 10,000,000 ONE Nuclear Units, representing 100% of the company’s equity.	New ONE Nuclear will be authorized to issue two classes of capital stock which will be designated, respectively, “common stock” and “preferred stock.” The total number of shares that New ONE Nuclear will be authorized to issue is 501,000,000, of which 500,000,000 shares will be common stock, par value $0.0001 per share, and 1,000,000 shares will be preferred stock, par value $0.0001 per share. The number of authorized shares of New ONE Nuclear common stock or preferred stock may be increased or decreased by an amendment to the New ONE Nuclear Charter adopted by resolution of the New ONE Nuclear Board and approved by the stockholders holding shares representing at least a majority of the voting power, provided that the proposed amendment does not adversely alter or change any preference or relative or other right given to any class or series of outstanding shares (in which event, unless the New ONE Nuclear Charter specifically deny the right to vote on such an amendment, the amendment must be approved by the holders of shares representing a majority of the voting power of each class or series adversely affected by the amendment regardless of limitations or restrictions on the voting power thereof).

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Number and Qualification of Directors
There shall be a board of directors consisting of not less than one person provided, however, that HVII may by ordinary resolution increase or reduce the limits in the number of directors.	The ONE Nuclear Operating Agreement sets the number of directors at three.	The number of New ONE Nuclear directors will be fixed from time to time by the New ONE Nuclear Board. The New ONE Nuclear Board is expected to consist of seven members following the Closing. No decrease in the authorized number of directors constituting the New ONE Nuclear Board will shorten the term of any incumbent director. Directors need not be stockholders of New ONE Nuclear.
Structure of Board of Directors; Term of Directors; Election of Directors
The HVII Board is divided into three classes, designated as Class I, Class II and Class III, respectively. Directors are assigned to each class in accordance with a resolution or resolutions adopted by the HVII Board. At each annual general meeting, directors are appointed for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting. Notwithstanding the foregoing, directors appointed to each class hold office until their successors are duly appointed or until their earlier resignation, death or removal.	The board of directors of ONE Nuclear is not classified.	Other than any directors elected by the separate vote of the holders of any class or series of New ONE Nuclear’s preferred stock, the New ONE Nuclear Board will be divided into three classes, designated as Class I, Class II and Class III, respectively, with directors assigned to each class by the New ONE Nuclear Board. At each annual meeting of stockholders, directors will be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting. If the number of directors constituting the New ONE Nuclear Board is changed , any resulting increase or decrease shall be apportioned by the New ONE Nuclear Board among the director classes so as to maintain the proportion of directors in each class as nearly equal as possible. Notwithstanding the foregoing, directors elected to each class will hold office until their successors are duly elected and qualified or until their earlier resignation, death or removal. Directors will be elected by a plurality of the votes properly cast.

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Removal of Directors
The HVII Charter provides that before a business combination, holders of HVII Class B Ordinary Shares may remove any director, and that after a business combination, shareholders may by ordinary resolution remove any director.	The ONE Nuclear Operating Agreement does not provide a process by which directors may be removed. Under such circumstances, removal is generally not permitted except by unanimous consent of the members, or as otherwise provided by law or court order.	Subject to the rights of the holders of any series of New ONE Nuclear’s preferred stock to elect directors, or except as otherwise provided by the DGCL or the New ONE Nuclear Charter, any director may be removed from office only (i) with cause and (ii) by the affirmative vote of the holders of not less than 66.67% of the voting power of the outstanding shares of common stock of New ONE Nuclear then entitled to vote in an election of directors.
Vacancies on the Board of Directors
The office of a director shall be vacated if: (a) the director gives notice in writing to HVII that he or she resigns from the office of director; or (b) the director is absent (without being represented by proxy) from three consecutive meetings of the board of directors without special leave of absence from the directors, and the directors pass a resolution that he or she has by reason of such absence vacated office; or (c) the director dies, becomes bankrupt or makes any arrangement or composition with his or her creditors generally; or (d) the director is found to be or becomes of unsound mind; or (e) all of the other directors (being not less than two in number) determine that he or she should be removed as a director, either by a resolution passed by all of the other directors at a meeting of the directors duly convened and held in accordance with the HVII Charter or by a resolution in writing signed by all of the other directors. The directors may appoint any person to be a director, either to fill a vacancy or as an additional director provided that the appointment does not cause the number of directors to exceed any number fixed by or in accordance with the HVII Charter as the maximum number of directors.	The ONE Nuclear Operating Agreement does not provide a process by which vacancies on the board of directors may be filled. Under such circumstances, filling a vacancy is generally not permitted except by unanimous consent of the members, or as otherwise provided by law or court order.	Any director may resign at any time upon notice given in a writing (including one sent by electronic transmission) to the New ONE Nuclear Board, the Chairman of the board, the Chief Executive Officer, the President or the Secretary. Such resignation shall be effective upon delivery, unless the resignation otherwise provides. Subject to any limitations imposed by applicable law and the rights of the holders of any class or series of New ONE Nuclear’s preferred stock, all vacancies, however occurring, including, without limitation, by reason of an increase in the size of the New ONE Nuclear Board, shall be filled solely and exclusively by a majority of the remaining directors then in office, even if less than a quorum, and not by the stockholders. Any director appointed in accordance with the preceding sentence will hold office for the remainder of the full term of the class of directors in which the vacancy was created or occurred and until such director’s successor is elected and qualified or until his or her earlier resignation, death or removal.

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Stockholder Action by Written Consent
Action may be taken by the shareholders by unanimous written resolution.	The ONE Nuclear Operating Agreement does not provide for action by written consent of the members.	No action may be taken by the common stockholders except at an annual or special meeting of stockholders called in accordance with the New ONE Nuclear Bylaws, and no action may be taken by the stockholders by written consent.
Quorum
No business shall be transacted at any general meeting unless a quorum is present. The holders of at least a majority of the issued and outstanding share capital of HVII being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum.	The ONE Nuclear Operating Agreement does not specify a quorum requirement for meetings of members.	Except as otherwise required by law, the New ONE Nuclear Charter or the New ONE Nuclear Bylaws, at any meeting of stockholders, the holders of a majority of the voting power of the stock outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business. If a quorum is not present or represented at any meeting, then the chair of the meeting shall have power to adjourn or recess the meeting from time to time, until a quorum is present or represented.

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HVII	ONE Nuclear	New ONE Nuclear
Special Meetings of Stockholders
Extraordinary general meetings of shareholders may be called by the HVII Board acting pursuant to a resolution approved by the affirmative vote of a majority of the directors then in office or the chairman of the board of directors. Extraordinary general meetings may not be called by any other person or persons, including the shareholders of HVII. Only those matters set forth in the notice of the extraordinary general meeting may be considered or acted upon at such special meeting. Shareholders seeking to bring business before the annual general meeting or to nominate candidates for appointment as directors at the annual general meeting must deliver notice to the principal executive offices of HVII not less than 120 calendar days before the date of HVII’s proxy statement released to shareholders in connection with the previous year’s annual general meeting or, if HVII did not hold an annual general meeting the previous year, or if the date of the current year’s annual general meeting has been changed by more than 30 days from the date of the previous year’s annual general meeting, then the deadline shall be set by the board of directors with such deadline being a reasonable time before HVII begins to print and send its related proxy materials.	The ONE Nuclear Operating Agreement does not contemplate a procedure for convening special meetings of members.	Except as otherwise required by statute and subject to the rights, if any, of the holders of any class or series of preferred stock, special meetings of stockholders may be called only by the New ONE Nuclear Board, chairman of the New ONE Nuclear Board or Chief Executive Officer. Special meetings may not be called by any other person or persons. Only those matters set forth in the notice of the special meeting may be considered or acted upon at such special meeting. Nominations of persons for election to the New ONE Nuclear Board may be made at a special meeting of stockholders pursuant to notice of the special meeting (i) by or at the direction of the New ONE Nuclear Board or a committee thereof or (ii) provided the New ONE Nuclear Board determines that one or more directors are to be elected at such special meeting, by any stockholder of New ONE Nuclear who is a stockholder of record at the time of giving notice provided for in the New ONE Nuclear Bylaws, who is entitled to vote and who otherwise complies with the requirements of the New ONE Nuclear Bylaws.
Notice of Stockholder Meetings
At least five clear days’ notice shall be given of any general meeting. Every notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting.	The ONE Nuclear Operating Agreement does not provide for specific notice requirements for meetings of its members..	Notice of each meeting of stockholders stating the date, time and physical location, if any, of such meeting and the means of remote communication, if any, by which stockholders and proxies may be deemed to be present in person and vote at such meeting shall be given not less than ten (10) days nor more than sixty (60) days before the meeting, to each stockholder entitled to vote thereat by delivering such notice to such stockholder, by mailing it to the stockholder’s address of record or by timely filing a proxy statement or an amendment thereto with the SEC, containing the notice, pursuant to Section 14(a) of the Exchange Act. Notice of special meetings will also be required to state the purpose(s) for which the meeting has been called.
Advance Notice Requirements for Stockholder Proposals
Nominations of persons for election to the HVII Board and the proposal of business other than nominations to be considered by the shareholders may be made at an annual meeting of shareholders only (i) by or at the direction of the HVII Board or (ii) by any shareholder of HVII who is a shareholder of record at the time of giving notice provided for in the HVII Charter, who is entitled to vote at the meeting, who is present (in person or by proxy) at the meeting and who complies with the notice procedures set forth in the HVII Charter. For the avoidance of doubt, the foregoing clause (ii) is the exclusive means for a shareholder to make director nominations and submit other business (other than matters properly included in the corporation’s notice of meeting of shareholders and proxy statement under Rule 14a-8 under the Exchange Act) before an annual meeting of shareholders.	The ONE Nuclear Operating Agreement does not provide for advance notice requirements for proposals to be brought forward by its members.	Nominations of persons for election to the New ONE Nuclear Board and the proposal of business other than nominations to be considered by the stockholders may be made at an annual meeting of stockholders only (i) by or at the direction of the New ONE Nuclear Board or (ii) by any stockholder of New ONE Nuclear who is a stockholder of record at the time of giving notice provided for in the New ONE Nuclear Bylaws, who is entitled to vote at the meeting, who is present (in person or by proxy) at the meeting and who complies with the notice procedures set forth in the New ONE Nuclear Bylaws. For the avoidance of doubt, the foregoing clause (ii) will be the exclusive means for a stockholder to make director nominations and submit other business (other than matters properly included in the corporation’s notice of meeting of stockholders and proxy statement under Rule 14a-8 under the Exchange Act) before an annual meeting of stockholders.

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HVII	ONE Nuclear	New ONE Nuclear
Amendment of Certificate of Incorporation
Subject to the Companies Act, HVII may at any time and from time to time by ordinary resolution (the approval of which requires: (i) the affirmative vote of a majority of HVII shareholders who attend and vote in person or by proxy at a general meeting; or (ii) unanimous written consent) alter certain provisions of the HVII Charter; provided, however, that a special resolution, requiring the affirmative vote of not less than ninety percent (90%) of the issued and outstanding HVII Ordinary Shares is required to amend or repeal certain provisions of the HVII Charter relating to the appointment and removal of directors and the continuation of the company in a jurisdiction outside the Cayman Islands.	An amendment or repeal of any provision of the ONE Nuclear Operating Agreement requires the unanimous affirmative vote of the Board and approval by a special resolution of the members.	The affirmative vote of a majority of the voting power of the outstanding shares of capital stock entitled to vote, and the affirmative vote of a majority of the voting power of the outstanding shares of each class of capital stock entitled to vote thereon as a class, at a duly constituted meeting of stockholders called expressly for such purpose, will be required to amend or repeal provisions of the New ONE Nuclear Charter; provided, however, that the affirmative vote of not less than 66.67% of the voting power of the outstanding shares of capital stock entitled to vote on such amendment or repeal, and the affirmative vote of not less than 66.67% of the voting power of the outstanding shares of each class entitled to vote thereon as a class, shall be required to amend, repeal or rescind certain provisions of the ONE Nuclear Charter relating to special meetings of stockholders, the absence of action by written consent, directors’ and officers’ limitation of liability and indemnification, exclusive forum, amendment of the New ONE Nuclear Bylaws, and the amendment process of the New ONE Nuclear Charter.
Amendment of Bylaws
Subject to the Companies Act, HVII may at any time and from time to time by ordinary resolution (the approval of which requires: (i) the affirmative vote of a majority of HVII shareholders who attend and vote in person or by proxy at a general meeting; or (ii) unanimous written consent) alter certain provisions of the HVII Charter; provided, however, that a special resolution, requiring the affirmative vote of not less than ninety percent (90%) of the issued and outstanding HVII Ordinary Shares is required to amend or repeal certain provisions of the HVII Charter relating to the appointment and removal of directors and the continuation of the company in a jurisdiction outside the Cayman Islands.	An amendment or repeal of any provision of the ONE Nuclear Operating Agreement requires the unanimous affirmative vote of the Board and approval by a special resolution of the members.	The New ONE Nuclear Board will have the power to amend the New ONE Nuclear Bylaws. The New ONE Nuclear Bylaws may also be amended by the affirmative vote of not less than 66.67% of the voting power of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class.

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Limitation on Director and Officer Liability
The Companies Act does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime.	The ONE Nuclear Operating Agreement does not include a provision related to director or officer liability.	The New ONE Nuclear Charter will provide that liability of the directors and officers of New ONE Nuclear is eliminated or limited to the fullest extent permitted by the DGCL. The DGCL permits corporations to include provisions in their certificate of incorporation eliminating or limiting monetary damages for a director and for certain executive officers for breaches of fiduciary duties, provided that a corporation may not eliminate liability for a director’s or officer’s breach of the duty of loyalty to the corporation or its stockholders; for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or in the case of a director, for unlawful dividends, stock purchases or redemptions; or for any transaction from which the director or officer derived an improper personal benefit; or in the case of an officer, in any action by or in the right of the corporation (i.e., any derivative action).
Indemnification
The HVII Charter provides for indemnification of HVII’s officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.	The ONE Nuclear Operating Agreement does not provide for director or officer indemnification.	To the fullest extent permitted by the DGCL, New ONE Nuclear will be authorized to provide indemnification of (and advancement of expenses to) directors, officers and non-officer employees of New ONE Nuclear (and any other persons to which applicable law permits New ONE Nuclear to provide indemnification) through provisions of the New ONE Nuclear Bylaws, agreements with such persons, vote of stockholders or disinterested directors or otherwise in excess of the indemnification and advancement otherwise permitted by the DGCL.
Preemptive Rights
HVII shareholders do not have preemptive rights. Thus, if additional HVII ordinary share are issued, the current holders of HVII Ordinary Shares will own a proportionately smaller interest in a larger number of outstanding ordinary shares to the extent that they do not participate in the additional issuance.	ONE Nuclear members do not have preemptive rights.	New ONE Nuclear Stockholders will not have preemptive rights. Thus, if additional shares of New ONE Nuclear Common Stock are issued, the then current holders of New ONE Nuclear Common Stock will own, after such issuance, a proportionately smaller interest in a larger number of outstanding shares of common stock to the extent that they do not participate in the additional issuance.
HVII	ONE Nuclear	New ONE Nuclear
Distributions to Stockholders
Subject to the provisions of the HVII Charter and applicable law, and except as otherwise provided by the rights attached to any HVII Ordinary Shares, the directors may resolve to pay dividends and other distributions on shares in issue and authorize payment of the dividends or other distributions out of the funds of HVII lawfully available therefor. A dividend shall be deemed to be an interim dividend unless the terms of the resolution pursuant to which the directors resolve to pay such dividend specifically state that such dividend shall be a final dividend. No dividend or other distribution shall be paid except out of the realized or unrealized profits of HVII, out of the share premium account or as otherwise permitted by law.	Dividends and other distributions may be declared and paid or set apart for payment upon ONE Nuclear Units out of any assets or funds of ONE Nuclear legally available for the payment of dividends and other distributions, but only when and as declared by the members.	Subject to any preferential rights to dividends and other distributions of any outstanding shares of preferred stock and subject to the provisions of applicable law, dividends and other distributions may be declared and paid or set apart for payment upon New ONE Nuclear Common Stock out of any assets or funds of New ONE Nuclear legally available for the payment of dividends and other distributions, but only when and as declared by the New ONE Nuclear Board or any authorized committee thereof.

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Exclusive Forum
The HVII Charter provides that the Cayman Islands will be the sole and exclusive forum or any claim or dispute arising out of or in connection with the HVII Charter.	The ONE Nuclear Operating Agreement does not contain exclusive forum provisions.	The New ONE Nuclear Charter provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any stockholder to bring (i) any derivative action or proceeding brought on behalf of New ONE Nuclear; (ii) any action or proceeding asserting a claim of, or a claim based on, a breach of a fiduciary duty owed by any current or former director, officer, or other employee of New ONE Nuclear to New ONE Nuclear or New ONE Nuclear’s stockholders; (iii) any action or proceeding asserting a claim arising pursuant to any the DGCL, the New ONE Nuclear Charter, or the New ONE Nuclear Bylaws (including, without limitation, with respect to the interpretation, validity, or enforceability of any provision hereof or thereof); or (iv) any action asserting a claim governed by the internal affairs doctrine. Furthermore, to prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, the New ONE Nuclear Bylaws further provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause or causes of action arising under the Securities Act or Exchange Act, including all causes of action asserted against any defendant to such complaint. These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with New ONE Nuclear or its directors, officers, or other employees and may discourage these types of lawsuits. Furthermore, the enforceability of similar choice of forum provisions in other companies’ certificates of incorporation or bylaws has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. New ONE Nuclear notes that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

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Registration Rights
Certain HVII shareholders are party to an existing registration rights agreement and have demand registration rights, short-form registration rights and piggyback registration rights. At the Closing, the registration rights agreement will be amended and restated and be replaced by the A&R Registration Rights Agreement.	None of the existing ONE Nuclear members have registration rights.	Assuming HVII enters into the A&R Registration Rights Agreement, New ONE Nuclear will have comparable obligations pursuant to the existing registration rights agreement.
Stock Transfer Restrictions Applicable to Stockholders
Shares of HVII are transferable in the manner prescribed by the Companies Act and in accordance with any Nasdaq rules and regulations.	Units of ONE Nuclear are transferable in the manner prescribed by the ONE Nuclear Operating Agreement and the DLLCA.	Shares of New ONE Nuclear will be transferable in the manner prescribed by the DGCL.

Comparison of Stockholder or Shareholder Rights under Cayman Islands and Delaware Law

The statutory corporate laws of Delaware, as governed by the DGCL, are similar in many respects to those of the Cayman Islands, as governed by the Companies Act. However, there are certain differences that may affect the rights of a stockholder of New ONE Nuclear, as well as the corporate governance of New ONE Nuclear. The following are brief summaries of material differences between the current rights of shareholders of HVII under the Companies Act and the rights of stockholders of New ONE Nuclear following completion of Transaction under the DGCL.

Increasing or Decreasing Authorized Capital Stock or Share Capital

Under Delaware law, stockholders must approve an amendment to the corporation’s charter to increase or decrease in the number of authorized shares in accordance with the provisions of the applicable statute.

Under Cayman Islands law, the memorandum and articles of association of a Cayman Islands exempted company sets the authorized share capital. Any changes made to the authorized share capital of a Cayman Islands exempted company will require an ordinary resolution and any amendment to the memorandum and articles of association of a Cayman Islands exempted company will require a special resolution.

Classified Board of Directors

The DGCL permits any Delaware corporation to classify its board of directors into as many as three classes with staggered terms of office. If this is done, the stockholders elect only one class each year and each class would have a term of office of three years. While the Companies Act does not provide for the classification of directors into classes with staggered terms of office, Cayman Islands law allows companies to implement a classified board structure through their articles of association.

The New ONE Nuclear Charter provides for a board of directors classified into three classes, and thus our stockholders will continue to elect one class of directors each year for a three-year term following the consummation of the Transaction.

Cumulative Voting

Under Delaware law, cumulative voting for directors entitles each stockholder to cast a number of votes that is equal to the number of voting shares held by such stockholder, multiplied by the number of directors to be elected, and to cast all such votes for one nominee or distribute such votes among up to as many candidates as there are positions to be filled. Cumulative voting may enable a minority stockholder or group of stockholders to elect at least one representative to the board of directors where such stockholders would not be able to elect any directors without cumulative voting.

Although the DGCL does not generally grant stockholders cumulative voting rights, a Delaware corporation may provide in its certificate of incorporation for cumulative voting in the election of directors.

The Companies Act does not provide for cumulative voting as a mechanism for electing directors and if a Cayman Islands exempted company wants to allow cumulative voting, it must explicitly be set out in its articles of association.

The HVII Charter does not provide for cumulative voting in the appointment of directors. Similarly, the New ONE Nuclear Charter does not provide for cumulative voting.

Vacancies

Under the DGCL, subject to the certificate of incorporation, bylaws, and the rights of any holders of any outstanding series of preferred stock, vacancies on the board of directors, including those resulting from any increase in the authorized number of directors, may be filled by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum. Any director so appointed will hold office for the remainder of the term of the director no longer on the board.

Under Cayman Islands law, there is no statutory rule governing how board of director vacancies may be filled. Instead, the process is governed by a Cayman Islands exempted company’s articles of association, which generally give the remaining directors discretion to appoint a replacement until the next annual meeting or for the remainder of the term, and may also require shareholder approval.

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Both the HVII Charter and the New ONE Nuclear Charter provide that only the board of directors, and not the stockholders or shareholders, may fill vacancies on the board.

Removal of Directors

Under the DGCL, the holders of a majority of shares of each class entitled to vote at an election of directors may vote to remove any director or the entire board without cause unless (i) the board is a classified board, in which case directors may be removed only for cause, or (ii) the corporation has cumulative voting, in which case, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against their removal would be sufficient to elect him or her. Currently, as permitted by the DGCL when a company’s board of directors is classified, the New ONE Nuclear Charter provides that directors may be removed only for cause and only by the affirmative vote of the holders of not less than 66.67% of the outstanding shares of capital stock of the Delaware corporation then entitled to vote at an election of directors. The New ONE Nuclear Charter will permit removal only with cause and by the affirmative vote of the holders of not less 66.67 of the outstanding New ONE Nuclear Common Stock entitled to vote generally in the election of directors.

Under Cayman Islands law, there is no statutory right for shareholders to remove directors. Instead, the removal process is governed by a Cayman Islands exempted company’s articles of association. Under the HVII Charter, a director may be removed without cause by an ordinary resolution; however, prior to a business combination, only holders of HVII Class B Ordinary Shares have the right to remove any director.

Fiduciary Duties and Business Judgment

Under Delaware law, members of the board of directors or any committee designated by the board of directors are entitled to rely in good faith upon the records of the corporation and upon such information, opinions, reports and statements presented to the corporation by corporate officers, employees, committees of the board of directors or other persons as to matters such member reasonably believes are within such other person’s professional or expert competence, provided that such other person has been selected with reasonable care by or on behalf of the corporation. Such appropriate reliance on records and other information protects directors from liability related to decisions made based on such records and other information.

Under Cayman Islands law, directors owe fiduciary duties to the company, including duties of loyalty, honesty, fidelity, good faith and acting in the best interests of the company. Directors must also act with skill, care and diligence with a standard measured against both objective and subjective tests.

Similar to Delaware law, Cayman Islands law permits directors to rely on information, opinions, reports and statements prepared by officers, employees, committees or professional advisors, provided such reliance is reasonable and made in good faith. While Cayman Islands law does not have a statutory business judgment rule, as a matter of Cayman Islands law, a director is under a general fiduciary duty to avoid conflicts of interest and Cayman Islands courts will generally defer to directors’ decisions if made in good faith, for a proper purpose and without conflicts of interest.

Flexibility for Decisions, Including Takeovers

The DGCL does not provide a list of statutory factors that corporate directors and officers may consider in making takeover decisions. Instead, in a number of cases and in certain situations, Delaware law has been interpreted to provide that fiduciary duties require directors to accept an offer from the highest bidder regardless of the effect of such sale on the corporate constituencies other than the stockholders.

Cayman Islands law does not provide a list of statutory facts that directors and officers may consider in making takeover decisions.

Under Cayman Islands law, directors owe fiduciary duties to the company, including duties of loyalty, honesty, fidelity, good faith and acting in the best interests of the company. Directors must also act with skill, care and diligence with a standard measured against both objective and subjective tests.

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Limitation on Personal Liability of Directors and Officers

The DGCL by way of statutory provisions or permitted provisions in corporate charter documents, eliminate or limit the personal liability of directors and officers to the corporation and their stockholders for monetary damages for breach of a director’s fiduciary duty.

The DGCL permits corporations to adopt charter provisions exculpating directors from monetary liability to the corporation and its stockholders for breaches of the directors’ duty of care, but the statute precludes liability limitation for breach of the duty of loyalty, acts or omissions not in good faith or involving intentional misconduct and for paying dividends or repurchasing stock out of other than lawfully available funds. With respect to a corporation’s most senior officers namely, the chief executive officer, president, chief financial officer, chief operating officer, chief legal officer, controller, treasurer and chief accounting officer, as well as any other persons identified as “named executive officers” in a public company’s most recent SEC filings or who otherwise consent to jurisdiction under Delaware’s long-arm statute applicable to directors and officers of Delaware corporations the DGCL authorizes similar limitations of liability, but only in connection with direct claims brought by stockholders, including class actions. The DGCL does not, however, authorize a limitation on liability of officers for breach of fiduciary duty arising out of claims brought by the corporation itself or for derivative claims brought by stockholders in the name of the corporation.

Cayman Islands law does not specifically restrict a Cayman Islands exempted company from exempting its directors or officers from liability for negligence or a breach of duty or a breach of trust, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to limit liability against willful default, willful neglect, actual fraud or the consequences of committing a crime.

Under Cayman Islands law, in most cases, HVII will be the proper plaintiff in any claim based on a breach of duty owed to it, and a claim against (for example) the HVII’s directors or officers usually may not be brought by a shareholder. However, based on both Cayman Islands and English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which: a company is acting, or proposing to act, illegally or beyond the scope of its authority; the act complained of, although not beyond the scope of the authority, could only be effected if duly authorized by more than the number of votes which have actually been obtained; or those who control the company are perpetrating a “fraud on the minority.” In those instances, a shareholder may have a direct right of action against HVII where the individual rights of that shareholder have been infringed or are about to be infringed.

Indemnification

The DGCL has statutory mechanisms that permit corporations to indemnify directors, officers, employees and agents in similar circumstances.

In suits that are not brought by or in the right of the corporation, the DGCL’s statutory indemnification mechanisms permit a corporation to indemnify current and former directors, officers, employees and agents for attorneys’ fees and other expenses, judgments and amounts paid in settlement that the person actually and reasonably incurred in connection with the action, suit or proceeding. The person seeking indemnity may recover under these statutory provisions as long as they acted in good faith and believed their actions were either in the best interests of or not opposed to the best interests of the corporation.

In derivative suits brought in connection with a Delaware corporation, a corporation may indemnify its directors, officers, employees or agents for expenses that the person actually and reasonably incurred. A corporation may not indemnify a person if the person was adjudged to be liable to the corporation unless a court otherwise orders.

Under Cayman Islands law, in most cases, a Cayman Islands exempted company will be the proper plaintiff in any claim based on a breach of duty owed to it, and a claim against (for example) a Cayman Islands exempted company’s directors or officers usually may not be brought by a shareholder. However, based on both Cayman Islands and English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which: a company is acting, or proposing to act, illegally or beyond the scope of its authority; the act complained of, although not beyond the scope of the authority, could only be effected if duly authorized by more than the number of votes which have actually been obtained; or those who control the company are perpetrating a “fraud on the minority.” In those instances, a shareholder may have a direct right of action against a Cayman Islands exempted company where the individual rights of that shareholder have been infringed or are about to be infringed.

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Under the statutory indemnification mechanism in Delaware law, no corporation may indemnify a party unless it decides that indemnification is proper. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel will determine whether the conduct of the person seeking indemnity conformed to the statutory provisions governing indemnity.

The Companies Act does not restrict the authority of a Cayman Islands exempted company to indemnify its directors, officers, employees or agents, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. The HVII Charter provides for indemnification for every director and officer of HVII.

Advancement of Expenses

The DGCL provides that expenses incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of such director or officer to repay the amount if it is ultimately determined that they are not entitled to be indemnified by the corporation as authorized under the DGCL. A Delaware corporation has the discretion to decide whether or not to advance such defense expenses, unless its certificate of incorporation or bylaws provide for mandatory advancement.

Cayman Islands law does not restrict the authority of a Cayman Islands exempted company to advance expenses incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding, but there is no statutory provision expressly requiring or governing advancement of expenses. Instead, the ability to advance expenses is typically addressed in a Cayman Islands exempted company’s articles of association. The HVII Charter provides for expense advancement provisions for indemnified persons.

Director Compensation

Both the DGCL and the Companies Act do not have a specific statute governing either the establishment of director compensation, or the fairness of director compensation. The New ONE Nuclear Board after the Transaction will establish the compensation of its directors.

Action by Written Consent of Directors

The DGCL provides that, unless the certificate or articles of incorporation or the bylaws provide otherwise, any action required or permitted to be taken at a meeting of the directors or a committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent to the action in writing.

The Companies Act does not prescribe rules for the written consent of directors and the process is governed by a Cayman Islands exempted company’s articles of association which typically allows board decisions to be made by unanimous written consent in lieu of a meeting of the board of directors.

Neither the HVII Charter, nor the New ONE Nuclear Charter or the New ONE Nuclear Bylaws, limit the type or nature of a board action taken by written consent.

Actions by Written Consent of Stockholders and Shareholders

The DGCL provides that, unless the certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if the holders of outstanding stock having at least the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders at which all shares entitled to vote thereon were present and voted, consent to the action in writing. In addition, the DGCL requires the corporation to give prompt notice of the taking of corporate action without a meeting by less than unanimous written consent to those stockholders who did not consent in writing.

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Under Cayman Islands law, there is no statutory restriction on shareholder action by written consent and the process is governed by a Cayman Islands exempted company’s articles of association. The HVII Charter permits a resolution to be signed in writing by all shareholders of HVII entitled to receive notice of and to attend and vote at general meetings of HVII, in lieu of a general meeting and provides that an ordinary resolution or a special resolution in writing signed by all shareholders entitled to vote at a general meeting will be valid and effective as if such resolution had been passed at a meeting of the shareholders. The New ONE Nuclear Charter prohibits action by written consent of the stockholders.

Dividends and Distributions

Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of the corporation.

Under the Companies Act and the HVII Charter, the directors, by resolution, may declare dividends on shares in issue and authorize payment out of the funds of HVII lawfully available therefor.

Restrictions on Business Combinations

While Delaware law provides certain protections to stockholders in connection with certain business combinations, which can be found in Section 203 of the DGCL, Cayman Islands law does not provide equivalent statutory protections to shareholders. Under Cayman Islands law, any specific provisions relating to business combinations needs to be set out expressly in the articles of association of a Cayman Islands exempted company. See “Stockholder and Shareholder Vote for Mergers and Other Corporation Reorganizations” below.

Under Section 203 of the DGCL, certain “business combinations” with “interested stockholders” of the New ONE Nuclear are subject to a three-year moratorium unless specified conditions are met. For purposes of Section 203, the term “interested stockholders” generally is defined as any person (including its affiliates and associates) that beneficially owns 15% or more of the outstanding voting stock of the corporation or is an affiliate or associate of the corporation and was the beneficial owner of 15% or more of the outstanding voting stock of the corporation at any time in the last three-year period, and the term “business combination” is defined broadly to include (i) mergers with or caused by the interested stockholder; (ii) sales or other dispositions to the interested stockholder (except proportionately with the corporation’s other stockholders) of assets of the corporation or a subsidiary equal to 10% or more of the aggregate market value of either the corporation’s consolidated assets or its outstanding stock; (iii) the issuance or transfer by the corporation or a subsidiary of stock of the corporation or such subsidiary to the interested stockholder (except for transfers in a conversion or exchange or a pro rata distribution or certain other transactions, none of which increase the interested stockholder’s proportionate ownership of any class or series of the corporation’s or such subsidiary’s stock); or (iv) receipt by the interested stockholder (except proportionately as a stockholder), directly or indirectly, of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation or a subsidiary. The three-year moratorium imposed on business combinations by Section 203 of the DGCL does not apply if: (i) prior to the time on which such stockholder becomes an interested stockholder the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested stockholder; (ii) the interested stockholder owns 85% of the corporation’s voting stock upon consummation of the transaction that made him or her an interested stockholder (excluding from the 85% calculation shares owned by directors who are also officers of the target corporation and shares held by employee stock plans that do not permit employees to decide confidentially whether to accept a tender or exchange offer); or (iii) at or after the time on which such stockholder becomes an interested stockholder, the board approves the business combination and it is also approved at a stockholder meeting by at least two-thirds (66-2/3%) of the outstanding voting stock not owned by the interested stockholder. Delaware companies are entitled to opt out of the business combination provisions of the DGCL. New ONE Nuclear has not opted out of the business combination provisions of Section 203 of the DGCL.

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Stockholder and Shareholder Vote for Mergers and Other Corporate Reorganizations

Under the DGCL, unless the certificate of incorporation specifies a higher percentage, the stockholders of a corporation that is being acquired in a merger or sale involving substantially all of its assets must authorize such merger or sale of assets by vote of an absolute majority of outstanding shares entitled to vote. The corporation’s board of directors must also approve such transaction.

The DGCL does not require a stockholder vote of a constituent corporation in a merger (unless the corporation provides otherwise in its certificate of incorporation) if (i) the plan of merger does not amend the existing certificate of incorporation, (ii) each share of stock of such constituent corporation outstanding immediately before the effective date of the merger is an identical outstanding share after the effective date of merger and (iii) either no shares of the common stock of the surviving corporation and no shares, securities or obligations convertible into such stock are to be issued or delivered under the plan of merger, or the authorized unissued shares or treasury shares of the common stock of the surviving corporation to be issued or delivered under the plan of merger, plus those initially issuable upon conversion of any other shares, securities or obligations to be issued or delivered under such plan, do not exceed 20% of the shares of common stock of such constituent corporation outstanding immediately prior to the effective date of the merger.

Under Cayman Islands law, a company may merge with another company (wherever incorporated, provided that such merger is not prohibited by the laws of the jurisdiction of incorporation of that company) pursuant to the Companies Act. A merger under Cayman Islands law requires the approval by a special resolution, which in the context of a general meeting of HVII requires (i) not less than a two-thirds majority of the votes cast by such shareholders attending and voting in person or, where proxies are allowed, by proxy at a quorate general meeting of HVII or (ii) the written resolution of all shareholders entitled to vote at such general meeting.

No shareholder resolution is required for a merger between a parent company (i.e., a company that holds issued shares that together represent 90% of the votes at a general meeting of the subsidiary company) and its subsidiary company, provided the parent company is the surviving entity and a copy of the plan of merger (including the memorandum and articles of association of the company) is given to every member of each subsidiary company to be merged unless that member agrees otherwise.

Under Cayman Islands law, a Cayman Islands exempted company may be acquired through a tender offer by a third party. Where the holders of 90% or more in value of a class of the HVII’s shares (excluding any shares already beneficially owned by the offeror) have within four months of the making of an offer accepted an offer for their shares in HVII, the remaining shareholders in that class may be statutorily required to also transfer their shares by notice given at any time within two months of the expiry of the four month period, unless, within one month, the non-tendering shareholders can obtain a Cayman court order otherwise providing. If the offeror has acquired acceptances of 90% of all HVII’s shares but does not exercise its “squeeze out” right, then the non-accepting shareholders have no statutory right to require the offeror to acquire their shares on the same terms as the original offer.

A Cayman Islands exempted company may also be acquired by a court-approved scheme of arrangement under the Companies Act. A scheme of arrangement with one or more classes of shareholders requires a court order from the Cayman court and the approval of shareholders representing 75% or more by value of the shares of such participating class or series held by the shareholders voting on the scheme of arrangement, in each case at the relevant meeting or meetings. A scheme of arrangement, if authorized by the shareholders of each participating class or series and the court, is binding on all of the shareholders of each participating class or series. Shares held by the acquiring party are effectively excluded from the tally of a vote on the scheme because such shares will be considered to belong to a separate class for the purposes of approving the scheme.

Appraisal or Dissenter’s Rights

Under Delaware law, dissenting stockholders of a corporation engaged in certain major corporate transactions are entitled to appraisal rights. Appraisal or dissenter’s rights permit a stockholder to receive cash generally equal to the fair value of the stockholder’s shares (as determined by agreement of the parties or by a court) in lieu of the consideration such stockholder would otherwise receive in any such transaction.

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Under Section 262 of the DGCL, appraisal rights are generally available for the shares of any class or series of stock of a Delaware corporation in a merger, consolidation or conversion, provided that no appraisal rights are available with respect to shares of any class or series of stock if, at the record date for the meeting held to approve such transaction, such shares of stock, or depositary receipts in respect thereof, are either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders, unless the stockholders receive in exchange for their shares anything other than shares of stock of the surviving or resulting corporation (or depositary receipts in respect thereof), or of any other corporation that is listed on a national securities exchange or held by more than 2,000 holders of record, cash in lieu of fractional shares or fractional depositary receipts described above or any combination of the foregoing.

In addition, Section 262 of the DGCL allows beneficial owners of shares to file a petition for appraisal without the need to name a nominee holding such shares on behalf of such owner as a nominal plaintiff. Under the DGCL, no appraisal rights are available to stockholders of the surviving or resulting corporation if the merger did not require their approval. The New ONE Nuclear Charter and New ONE Nuclear Bylaws do not provide for appraisal rights in addition to those provided by the DGCL.

The Cayman Islands Companies Act prescribes when shareholder appraisal rights are available and sets limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise their right of redemption representing fair value of their shares.

Section 238. (1) of the Cayman Islands Companies Act provides that a member of a constituent company incorporated thereunder shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.

Section 239. (1) of the Cayman Islands Companies Act provides that no rights under section 238 of the Cayman Islands Companies Act shall be available in respect of the shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5) of the Cayman Islands Companies Act, provided that such section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 of the Cayman Islands Companies Act to accept for such shares anything except: (a) shares of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognized interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) or (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c).

The mechanics and timing procedures vary somewhat between Delaware and the Cayman Islands, but both require technical compliance with specific notice and payment protocols.

Special Meetings of Stockholders and General Meetings of Shareholders

The DGCL permits special meetings of stockholders to be called by the board of directors or by any other person authorized in the certificate of incorporation or bylaws to call a special stockholder meeting.

Under Cayman Islands law, there is no statutory right for shareholders to call a general meeting where the articles of association provide for the calling of meetings. Where the articles of association provide for calling of meetings, the ability to convene such a meeting will be governed by the company’s articles of association.

Meetings Pursuant to Petition of Stockholders and Shareholders

The DGCL provides that a director or a stockholder of a corporation may apply to the Court of Chancery of the State of Delaware if the corporation fails to hold an annual meeting for the election of directors or there is no written consent to elect directors in lieu of an annual meeting for a period of 30 days after the date designated for the annual meeting or, if there is no date designated, within 13 months after the last annual meeting or the last action by written consent to elect directors in lieu of an annual meeting.

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Under Cayman Islands law, there is no statutory provision allowing shareholders to petition a court to compel a general meeting and Cayman Islands exempted companies are not required to hold annual general meetings, unless otherwise set out expressly in the articles of association of a Cayman Islands exempted company.

Adjournment of Stockholder and Shareholder Meetings

Under the DGCL, if a meeting of stockholders is adjourned due to lack of a quorum and the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting must be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting.

Under Cayman Islands law, the adjournment of shareholder meetings is not regulated by statute and is instead governed by a Cayman Islands exempted company’s articles of association. Typically, a Cayman Islands exempted company’s articles provide that if a meeting is not quorate, it may be adjourned to a later date without requiring new notice. There is no statutory requirement to provide notice of an adjourned meeting unless otherwise set out expressly in the articles of association of a Cayman Islands exempted company.

Duration of Proxies

Under the DGCL, a proxy executed by a stockholder will remain valid for a period of three years, unless the proxy provides for a longer period. Under Cayman Islands law, there is no statutory equivalent.

Quorum and Voting

The DGCL provides that the certificate of incorporation and bylaws may establish quorum and voting requirements, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. If the certificate of incorporation and bylaws are silent as to specific quorum and voting requirements: (a) a majority of the shares entitled to vote shall constitute a quorum at a meeting of stockholders; (b) in all matters other than the election of directors, the affirmative vote of the majority of shares present at the meeting and entitled to vote on the subject matter shall be the act of the stockholders; (c) directors shall be elected by a plurality of the votes of the shares present at the meeting and entitled to vote on the election of directors; and (d) where a separate vote by a class or series is required, a majority of the outstanding shares of such class or series shall constitute a quorum entitled to take action with respect to that vote on that matter and, in all matters other than the election of directors, the affirmative vote of the majority of shares of such class or series present at the meeting shall be the act of such class or series, or classes or series. A bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the board.

Under Cayman Islands law, quorum requirements are not regulated by statute and are instead governed by a Cayman Islands exempted company’s articles of association. Business may only be transacted at a meeting of shareholders of a Cayman Islands exempted company if a quorum is present. The HVII Charter provides that a quorum for an annual or general meeting of shareholders of HVII is a simple majority of the issued and outstanding shares of HVII present in person or by proxy and entitled to vote at that meeting.

Stockholder and Shareholder Inspection Rights

The DGCL grants any stockholder or beneficial owner of shares the right, upon written demand under oath stating the proper purpose thereof, either in person or by attorney or other agent, to inspect and make copies and extracts from certificate, bylaws, minutes and signed consents of stockholder meetings, formal communications to stockholders as a whole, minutes and resolutions of the board and committees, materials provided to the board and committees, annual financial statements, Section 122(18) (i.e., Moelis) agreements, and director independence questionnaires within three years of the demand for a proper purpose. In the event that the corporation does not have specified books and records, including minutes of board and committee meetings, actions of board or any committee, financial statements and director and officer independence questionnaires, the Court of Chancery of the State of Delaware may order the production of additional corporate records necessary and essential for the stockholder’s proper purpose. A stockholder demand must describe its proper purpose and the records it seeks with reasonable particularity. A proper purpose is one reasonably related to such person’s interest as a stockholder. Information from books and records obtained by a stockholder from a production under Section 220 will be deemed to be incorporated by reference into any complaint filed by or at the direction of a stockholder on the basis of information obtained through a demand for books and records.

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Under Cayman Islands law, shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company, though directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of a Cayman Islands exempted company or any of them will be open to the inspection of shareholders not being directors.

Business Opportunities

Under Delaware law, the corporate opportunity doctrine holds that a corporate officer or director may not generally and unilaterally take a business opportunity for their own if: (i) the corporation is financially able to exploit the opportunity; (ii) the opportunity is within the corporation’s line of business; (iii) the corporation has an interest or expectancy in the opportunity; and (iv) by taking the opportunity for their own, the corporate fiduciary will thereby be placed in a position inimical to his or her duties to the corporation. The DGCL permits a Delaware corporation to renounce, in its certificate of incorporation or by action of the board of directors, any interest or expectancy of the corporation in, or being offered an opportunity to participate in, specified business opportunities or specified classes or categories of business opportunities that are presented to the corporation or one or more of its officers, directors or stockholders.

Unlike Delaware law, Cayman Islands law does not have a codified corporate opportunity doctrine and a director’s obligations in relation to business opportunities are governed by general fiduciary duties which include the duty to act in good faith and in the best interests of the company, the duty to avoid conflicts of interests and a duty to exercise independent judgement and avoid self-dealing. A Cayman Islands director may engage in business activities outside a Cayman Islands exempted company, provided that they have disclosed any personal interest in the opportunity and such action is provided for in the articles of association of the exempted company. If the director properly declares their interest at a board meeting, Cayman Islands law permits the company to approve the transaction, if the articles of association of the exempted company provide for such action. A director may also vote on resolutions related to such a contract provided the interest has been disclosed, provided the articles of association of the exempted company approve such disclosure.

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SHARES ELIGIBLE FOR FUTURE SALE

As of the date of this proxy statement/prospectus, there are 26,023,333 HVII Ordinary Shares outstanding. Of these shares, the 19,000,000 HVII Class A Ordinary Shares sold in the IPO are freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of HVII’s affiliates within the meaning of Rule 144 under the Securities Act (“Rule 144”). All of the remaining 7,023,333 HVII Ordinary Shares owned collectively by the Initial Shareholders (including the Sponsor) are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering.

As of the date of this proxy statement/prospectus, there are 19,690,000 HVII Rights outstanding, which will automatically be exchanged for up to an aggregate of 1,640,833 shares of New ONE Nuclear Common Stock at the Closing. Of these HVII Rights, the 19,000,000 HVII Public Rights sold in the IPO (and the shares of New ONE Nuclear Common to be issued at the Closing in exchange therefor) are freely tradable without restriction or further registration under the Securities Act, except for any HVII Public Rights purchased by one of HVII’s affiliates within the meaning of Rule 144. All of the remaining 690,000 HVII Rights (and the shares of New ONE Nuclear Common to be issued at the Closing in exchange therefor) owned collectively by the Initial Shareholders (including the Sponsor) are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering.

At the Closing, New ONE Nuclear will issue approximately 96.7 million shares of New ONE Nuclear Common Stock to ONE Nuclear Members in connection with the Business Combination, assuming the Redemption Price used to calculate the number of shares of New ONE Nuclear Common Stock to be issued at Closing to the ONE Nuclear Members is $10.34 (based on amount in the Trust Account as of November 30, 2025, net of accrued taxes). All of the shares of New ONE Nuclear Common Stock issued in connection with the Business Combination will be freely transferable by persons other than “affiliates” of HVII and ONE Nuclear without restriction or further registration under the Securities Act, subject to any lock-up restrictions.

Lock-Up Agreements

In connection with the Closing, the Initial Shareholders (including the Sponsor) and the ONE Nuclear Members will enter into Lock-Up Agreements with HVII. Each Lock-Up Agreement will provide that the New ONE Nuclear Securities held by such stockholder of will be subject to transfer restrictions (subject to certain customary exceptions) for the period commencing on the Closing Date and ending on the earliest to occur of: (x) the six month anniversary of the Closing Date, (y) such date that the reported last sale price of the New ONE Nuclear Common Stock equals or exceeds $11.00 per share for any twenty (20) trading days within any thirty (30) consecutive trading day period commencing after the Closing, and (z) the date after the Closing on which New ONE Nuclear consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of New ONE Nuclear’s stockholders having the right to exchange their shares of New ONE Nuclear Common Stock for cash, securities or other property. Additional details of these transfer restrictions can be found under the section of this proxy statement/proxy entitled “Certain Agreements Related to the Business Combination — Lock-Up Agreements.”

A&R Registration Rights Agreement

In connection with the Closing, New ONE Nuclear, the Initial Shareholders (including the Sponsor) and the ONE Nuclear Members will enter into the A&R Registration Rights Agreement, which will amend and restate HVII’s existing registration rights agreement. Pursuant to the terms of the A&R Registration Rights Agreement, effective upon the Closing, New ONE Nuclear will, within 30 days after the Closing, file with the SEC (at New ONE Nuclear’s sole cost and expense) a registration statement (the “Resale Registration Statement”) registering the resale of certain securities held by or issuable to New ONE Nuclear’s stockholders party thereto (“Registration Rights Holders”), and New ONE Nuclear will use its reasonable best efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. In certain circumstances, the Registration Rights Holders can demand underwritten offerings and will be entitled to certain customary piggyback registration rights, in each case subject to certain limitations set forth in the A&R Registration Rights Agreement, provided, that New ONE Nuclear is not obligated to effect more than an aggregate of three (3) underwritten offerings. Additional details of these rights can be found under the section entitled “Certain Agreements Related to the Business Combination — A&R Registration Rights Agreement.”

263

Rule 144

Pursuant to Rule 144, and subject to the requirements set forth under “— Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies” below, a person who has beneficially owned restricted shares of New ONE Nuclear Common Stock for at least six (6) months would be entitled to sell their securities provided that (i) such person is not deemed to have been an affiliate of New ONE Nuclear at the time of, or at any time during the three (3) months preceding, a sale and (ii) New ONE Nuclear is subject to the Exchange Act periodic reporting requirements for at least three (3) months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the twelve (12) months (or such shorter period as New ONE Nuclear was required to file reports) preceding the sale, and has submitted electronically every interactive data file required to be submitted pursuant to Rule 405 of the Securities Act during the 12 months (or such shorter period as New ONE Nuclear was required to file reports) preceding the sale.

Persons who have beneficially owned restricted shares of New ONE Nuclear Common Stock for at least six (6) months but who are affiliates of New ONE Nuclear at the time of, or at any time during the three (3) months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:

● one percent (1%) of the total number of shares of New ONE Nuclear Common Stock then outstanding; or

● the average weekly reported trading volume of shares of New ONE Nuclear Common Stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales by affiliates of New ONE Nuclear under Rule 144 are also subject to certain requirements relating to manner of sale, notice and the availability of current public information about New ONE Nuclear.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination-related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

● the issuer of the securities that was formerly a shell company has ceased to be a shell company;

● the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

● the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

● at least one year has elapsed from the time that the issuer filed current Form 10 information (as defined in Rule 144(i)(3) of the Securities Act) with the SEC reflecting its status as an entity that is not a shell company.

HVII anticipates that following the Closing, New ONE Nuclear will no longer be a shell company, and so, once the conditions set forth in the exceptions listed above are satisfied, Rule 144 will become available for the resale of the above noted restricted securities.

Rule 701

In general, under Rule 701 of the Securities Act as currently in effect, each of ONE Nuclear’s employees, consultants or advisors who purchases shares of New ONE Nuclear Common Stock in connection with a compensatory stock plan or other written agreement executed prior to the completion of the Transaction is eligible to resell those equity shares in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144. However, the Rule 701 shares would remain subject to any applicable lock-up arrangements and would only become eligible for sale when the lock-up period, if applicable, expires.

264

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding (i) the actual beneficial ownership of HVII Ordinary Shares as of [      ], 2026 which is the record date for the HVII Public Shareholders’ Meeting prior to the consummation of the Business Combination (pre-Business Combination), and (ii) the expected beneficial ownership of New ONE Nuclear Common Stock immediately following the Closing (post-Business Combination), assuming that no HVII Public Shares are redeemed, and alternatively that the maximum number of HVII Public Shares are redeemed, by:

● each person known by HVII to beneficially own more than 5% of any class of outstanding HVII Ordinary Shares;

● each of HVII’s current executive officers and directors;

● each person who will (or is expected to) become an executive officer or director New ONE Nuclear following the Closing; and

● all executive officers and directors of HVII as a group pre-Business Combination and all executive officers and directors of New ONE Nuclear post-Business Combination.

At any time prior to the HVII Public Shareholders’ Meeting, during a period when they are not then aware of any material nonpublic information regarding HVII or HVII Securities, the Sponsor, HVII’s directors and officers and/or their affiliates may enter into a written plan to purchase HVII Securities pursuant to Rule 10b5-1 of the Exchange Act, and may engage in other public market purchases, as well as private purchases, of securities. See the section of this proxy statement/prospectus entitled “Risk Factors — Risks Related to HVII and the Business Combination — The Sponsor and HVII’s directors, officers, advisors, and their affiliates may elect to purchase HVII Units, HVII Class A Ordinary Share, or HVII Rights from HVII Public Shareholders, which may influence the vote on the Business Combination and reduce the public “float” of HVII Class A Ordinary Shares.”

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if such person possesses sole or shared voting or investment power over that security, including options and share rights that are currently exercisable or exercisable within 60 days of the measurement date.

The beneficial ownership of HVII Ordinary Shares pre-Business Combination is based on 26,023,333 outstanding HVII Ordinary Shares (including 19,690,000 HVII Class A Ordinary Shares and 6,333,333 HVII Class B Ordinary Shares) issued and outstanding as of [         ], 2026. The ownership percentages listed below do not include any such HVII Class A Ordinary Shares that may be purchased after [        ], 2026.

Before the Business Combination

Name and Address of Beneficial Owner (1)(2)	Number of Class A Ordinary Shares Beneficially Owned		%			Number of Class B Ordinary Shares Beneficially Owned (2)		%
HC VII Sponsor LLC (3)		500,000		1.9	%		5,203,333		77.6	%
Daniel J. Hennessy		500,000		1.9	%		5,203,333		77.6	%
Thomas D. Hennessy (4)		500,000		1.9	%		5,953,333		88.7	%
Nicholas Geeza (5)		—		—			250,000		3.7	%
Grant R. Allen (5)		—		—			25,000		*	%
Brian Bonner (5)		—		—			25,000		*	%
Anna Brunelle (5)		—		—			25,000		*	%
Javier Saade (5)		—		—			25,000		*	%
Poonam Sharma (5)		—		—			30,000		*	%
All officers, directors and director nominees as a group (8 persons)		500,000		1.9	%		6,333,333		100	%

Notes: —

* Less than 1%.

(1) This table does not include the HVII Ordinary Shares underlying the HVII Rights because these securities are not exercisable until the Closing.

(2) Unless otherwise indicated, the business address of each of the persons and entities is c/o Hennessy Capital Investment Corp. VII, 195 US Hwy 50, Suite 207, Zephyr Cove, Nevada 89448.

(3) HC VII Sponsor LLC is the record holder of the shares reported herein. HCG is the managing member of the Sponsor. Daniel J. Hennessy, HVII’s Chairman and Chief Executive Officer, and Thomas D. Hennessy, HVII’s President and Chief Operating Officer and a director, are the managing members of HCG. Consequently, Messrs. Hennessy and Hennessy may be deemed the beneficial owners of the Founder Shares held by the Sponsor and have shared voting and dispositive control over such securities. Messrs. Hennessy and Hennessy disclaim beneficial ownership over any securities owned by the Sponsor in which they do not have any pecuniary interest.

(4) Mr. Thomas D. Hennessy is the record holder of 750,000 of HVII Class B Ordinary Shares.

(5) Does not include any shares indirectly owned by this individual as a result of his or her direct or indirect ownership interest in the Sponsor.

The expected beneficial ownership of shares of New ONE Nuclear Common Stock post-Business Combination assuming the No Redemption Scenario in the table below has been determined based upon the following assumptions: (i) no HVII Public Shareholders exercise their redemption rights and (ii) that there are 124,410,526 shares of New ONE Nuclear Common Stock outstanding.

The expected beneficial ownership of shares of New ONE Nuclear Common Stock post-Business Combination assuming the 50% Redemption Scenario in the table below has been determined based upon the following assumptions: (i) that 9,500,000 HVII Class A Ordinary Shares are redeemed for an aggregate payment of approximately $98.2 million (based on the estimated per share redemption price of approximately $10.34 per share based on the fair value of marketable securities held in the Trust Account as of November 30, 2025 of approximately $196.5 million), and (ii) that there are 114,910,526 shares of New ONE Nuclear Common Stock outstanding.

The expected beneficial ownership of shares of New ONE Nuclear Common Stock post-Business Combination assuming the Maximum Redemption Scenario in the table below has been determined based upon the following assumptions: (i) that all 19,000,000 HVII Class A Ordinary Shares are redeemed for an aggregate payment of approximately $196.5 million (based on the estimated per share redemption price of approximately $10.34 per share based on the fair value of marketable securities held in the Trust Account as of November 30, 2025 of approximately $196.5 million) from the Trust Account, and (ii) that there are 105,410,526 shares of New ONE Nuclear Common Stock outstanding.

After the Business Combination

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Approximate Percentage of Outstanding Shares upon No Redemptions			Approximate Percentage of Outstanding Shares upon 50% Redemptions			Approximate Percentage of Outstanding Maximum Redemptions
Robert Carilli(1)		30,362,229		24.4	%		26.4	%		28.8	%
Kevin Dowd(1)		30,362,239		24.4	%		26.4	%		28.8	%
Richard Taylor(1)		30,362,229		24.4	%		26.4	%		28.8	%
Coen Weddepohl(1)		1,451,195		1.2	%		1.3	%		1.4	%
All directors and executive officers as a group (4 individuals)		92,537,893		74.4	%		80.5	%		87.8	%
Five Percent Holders:
Robert Carilli(1)		30,362,229		24.4	%		26.4	%		28.8	%
Kevin Dowd(1)		30,362,239		24.4	%		26.4	%		28.8	%
Richard Taylor(1)		30,362,229		24.4	%		26.4	%		28.8	%
Thomas D. Hennessy (2)		6,495,000		5.2	%		5.7	%		6.2	%
Daniel J. Hennessy (2)		5,745,000		4.6	%		5.0	%		5.5	%

(1) Unless otherwise indicated, the business address of each of the persons and entities is c/o ONE Nuclear Energy Inc., 700 S. Rosemary Avenue, Suite 204, West Palm Beach, FL 33401.

(2) The address of Daniel J. Hennessy, Thomas D. Hennessy and HC VII Sponsor LLC is c/o Hennessy Capital Group LLC, 195 US Hwy 50, Suite 207 Zephyr Cove, NV. HC VII Sponsor LLC is the current record holder of the shares reported herein. HCG is the managing member of the Sponsor. Daniel J. Hennessy, HVII’s Chairman and Chief Executive Officer, and Thomas D. Hennessy, HVII’s President and Chief Operating Officer and a director are the managing members of HCG. Consequently, Messrs. Hennessy and Hennessy may be deemed the beneficial owners of the Founder Shares held by the Sponsor and have shared voting and dispositive control over such securities. Messrs. Hennessy and Hennessy disclaim beneficial ownership over any securities owned by the Sponsor in which they do not have any pecuniary interest.

265

PRICE RANGE OF SECURITIES AND DIVIDENDS

Market Price

HVII Units, HVII Class A Ordinary Shares, and the HVII Public Rights are currently listed on the Nasdaq Global Market under the symbols “HVIIU,” “HVII,” and “HVIIR,” respectively. The closing price of the HVII Units, HVII Class A Ordinary Shares, and the HVII Public Rights on October 22, 2025, the last trading day before announcement of the execution of the Business Combination Agreement, was $10.71, $10.32 and $0.42, respectively. As of [        ], the record date for the HVII Shareholders’ Meeting, the closing price of the HVII Units, HVII Class A Ordinary Shares, and the HVII Public Rights was $[      ], $[       ], and $[           ], respectively.

There is currently no public market for the equity securities of ONE Nuclear.

Dividends

HVII and ONE Nuclear have not paid any cash dividends on their equity securities to date and do not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends by New ONE Nuclear in the future will be dependent upon the revenues and earnings, if any, capital requirements and general financial condition subsequent to the completion of the Business Combination. Following the completion of the Business Combination, the New ONE Nuclear Board will consider whether or not to institute a dividend policy. It is presently intended that New ONE Nuclear will retain its earnings for use in business operations and, accordingly, it is not anticipated that the New ONE Nuclear Board will declare dividends in the foreseeable future. The New ONE Nuclear Board may decide, in the future, to declare cash dividends after New ONE Nuclear has retained sufficient capital to fund the development and expansion of its projects. However, no assurance can be made that dividends will be declared, or the timing thereof. Such decision remains within the New ONE Nuclear Board’s discretion, subject to applicable legal, financial, and contractual requirements.

266

ADDITIONAL INFORMATION

Submission of Stockholder Proposals

HVII’s board of directors is not currently aware of any business to be acted upon at the HVII Shareholders’ Meeting other than the matters discussed in this proxy statement/prospectus. The form of proxy accompanying this proxy statement/prospectus confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified in the accompanying Notice of HVII Shareholders’ Meeting and with respect to any other matters which may properly come before the HVII Shareholders’ Meeting.

Future Stockholder Proposals

If the Business Combination is completed, you will be entitled to attend and participate in New ONE Nuclear’s annual meetings of stockholders. If the Company holds a 2026 annual meeting of stockholders, it will provide notice of or otherwise publicly disclose the date on which the 2026 annual meeting will be held. For any proposal to be considered for inclusion in New ONE Nuclear’s proxy statement and form of proxy for submission to the stockholders at New ONE Nuclear’s 2026 annual meeting of stockholders, it must be submitted in writing and comply with the requirements of Rule 14a-8 of the Exchange Act and New ONE Nuclear’s Bylaws. Because New ONE Nuclear did not hold an annual meeting in 2025, under Rule 14a-8, such proposals must be received by New ONE Nuclear at its principal executive offices at 700 S. Rosemary Avenue, Suite 204, West Palm Beach, FL 33401, within a reasonable time before New ONE Nuclear begins to print and send proxy materials for the meeting.

In addition, New ONE Nuclear’s Bylaws, which will be effective upon the consummation of the Business Combination, provide notice procedures for stockholders to propose business (other than director nominations) to be considered by stockholders at a meeting. To be timely, a stockholder’s notice to the secretary with respect to such business must be received by the secretary at the principal executive offices of New ONE Nuclear not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by New ONE Nuclear. The public announcement of an adjournment or postponement of an annual meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this section.

Further, New ONE Nuclear’s Bylaws, which will be effective upon the consummation of the Business Combination, provide notice procedures for stockholders to nominate a person as a director to be considered by stockholders at a meeting. To be timely, a stockholder’s notice to the secretary must be received by the secretary at the principal executive offices of New ONE Nuclear (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so received not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by New ONE Nuclear; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by the New ONE Nuclear. In no event shall the public announcement of an adjournment or postponement of an annual meeting or special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice.

Notwithstanding anything in the preceding paragraph to the contrary, in the event that the number of directors to be elected to the New ONE Nuclear Board at an annual meeting is greater than the number of directors whose terms expire on the date of the annual meeting and there is no public announcement by New ONE Nuclear naming all of the nominees for the additional directors to be elected or specifying the size of the increased New ONE Nuclear Board before the close of business on the 90th day prior to the anniversary date of the immediately preceding annual meeting of stockholders, a stockholder’s notice shall also be considered timely, but only with respect to nominees for the additional directorships created by such increase that are to be filled by election at such annual meeting, if it shall be received by the secretary at the principal executive offices of New ONE Nuclear not later than the close of business on the 10th day following the date on which such public announcement was first made by New ONE Nuclear. The Chairperson of the New ONE Nuclear Board may refuse to acknowledge any stockholder nomination not made in compliance with the foregoing procedures.

267

Stockholder Communications

Stockholders and interested parties may communicate with the HVII Board, any committee chairperson or the non-management directors as a group by writing to the board or committee chairperson in care of 195 US Hwy 50, Suite 207, Zephyr Cove, Nevada 89448. Following the Business Combination, such communications should be sent to the New ONE Nuclear Board at 700 S. Rosemary Avenue, Suite 204, West Palm Beach, FL 33401. Each communication will be forwarded, depending on the subject matter, to the board of directors, the appropriate committee chairperson or all non-management directors.

Delivery of Documents to Shareholders

Pursuant to the rules of the SEC, unless HVII has received contrary instructions, HVII and services that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of this proxy statement/prospectus. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce expenses. Upon written or oral request, HVII will deliver a separate copy of this proxy statement/prospectus to any HVII Shareholder at a shared address to which a single copy of this proxy statement/prospectus was delivered and who wishes to receive separate copies in the future. HVII Shareholders receiving multiple copies of this proxy statement/prospectus may likewise request delivery of single copies of this proxy statement/prospectus in the future. If any HVII Shareholder desires to make such a request, such shareholder should follow these instructions:

● If the shares are registered in the name of the shareholder, the shareholder should contact HVII at its offices at ATTN: Nicholas Geeza, Executive Vice President, Chief Financial Officer and Secretary, 195 US Hwy 50, Suite 207, Zephyr Cove, NV 89448; or

● If a broker, bank or other nominee holds the shares, the shareholder should contact the broker, bank or other nominee directly.

Transfer Agent and Registrar

The registrar and transfer agent for HVII and New ONE Nuclear securities is Odyssey Transfer & Trust Company.

268

LEGAL MATTERS

The validity of the shares of New ONE Nuclear Common Stock and the Domesticated HVII Rights to be issued in connection with the Business Combination and the material U.S. federal income tax consequences of the Business Combination will be passed upon by Sidley Austin LLP.

269

EXPERTS

The financial statements of ONE Nuclear as of September 30, 2025 and for the period from February 10, 2025 (inception) through September 30, 2025, included elsewhere in this proxy statement/prospectus, have been audited by WithumSmith+Brown, PC, an independent registered public accounting firm, as stated in their report. Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The financial statements of HVII as of December 31, 2024 and for the period from September 27, 2024 through December 31, 2024, appearing in this proxy statement/prospectus have been audited by WithumSmith+Brown, PC, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

270

ENFORCEABILITY OF CIVIL LIABILITIES

HVII is a Cayman Islands exempted company with limited liability. If HVII does not change its jurisdiction of incorporation from the Cayman Islands to Delaware by effecting the Domestication, you may have difficulty serving legal process within the United States upon HVII and it may not be possible to enforce against HVII judgments obtained in U.S. courts, whether or not predicated upon the civil liability provisions of the federal securities laws of the United States or of the securities laws of any state of the United States. However, HVII may be served with process in the United States with respect to actions against HVII arising out of or in connection with violation of U.S. federal securities laws relating to offers and sales of HVII’s securities by serving HVII’s U.S. agent irrevocably appointed for that purpose.

The courts of the Cayman Islands are unlikely (i) to recognize, or enforce against HVII, judgments of courts of the United States predicated upon the civil liability provisions of the securities laws of the United States or any State; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against HVII predicated upon the civil liability provisions of the securities laws of the United States or any State, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

271

WHERE YOU CAN FIND MORE INFORMATION

HVII files annual, quarterly, and current reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read HVII’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the HVII Shareholders’ Meeting, you should contact us by telephone or in writing:

ATTN: Nicholas Geeza, Executive Vice President, Chief Financial Officer and Secretary

Hennessy Capital Investment Corp. VII

PO Box 1036, 195 US HWY 50 Suite 207

Zephyr Cove, NV 89448

Tel: (775) 339-1671

Email: ngeeza@hennessycapitalgroup.com

You may also obtain these documents by requesting them in writing or by telephone from HVII’s proxy solicitation agent at the following address, telephone number and email:

ADVANTAGE PROXY, INC.

P.O. Box 10904

Yakima, WA 98909

Toll Free: (877) 870-8565

Collect: (206) 870-8565

Email: ksmith@advantageproxy.com

If you are a shareholder of HVII and would like to request documents, please do so by [      ], 2026 to receive them before the HVII Shareholders’ Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

All information contained in this proxy statement/prospectus relating to HVII has been supplied by HVII, and all such information relating to ONE Nuclear has been supplied by ONE Nuclear. Information provided by either HVII or ONE Nuclear does not constitute any representation, estimate or projection of any other party.

ONE Nuclear does not file any annual, quarterly, and current reports, proxy statements and other information with the SEC.

Neither HVII nor ONE Nuclear has authorized anyone to give any information or make any representation about the Business Combination or their companies that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that have been incorporated in this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you.

The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.

272

INDEX TO FINANCIAL STATEMENTS

hennessy capital investment corp. VII

	Page
Unaudited Interim Financial Statements
Condensed Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	F-2
Unaudited Condensed Statement of Operations for the three and nine months ended September 30, 2025, and for the period from September 27, 2024 (Inception) through September 30, 2024	F-3
Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three and nine months ended September 30, 2025, and for the period from September 27, 2024 (Inception) through September 30, 2024	F-4
Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2025 and for the period from September 27, 2024 (Inception) through September 30, 2024	F-5
Unaudited Notes to Condensed Financial Statements	F-6

Audited Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID: 100)	F-20
Balance Sheet as of December 31, 2024	F-21
Statement of Operations for the period from September 27, 2024 (Inception) through December 31, 2024)	F-22
Statement of changes in Shareholders’ Deficit for the period from September 27, 2024 (Inception) through December 31, 2024	F-23
Statement of Cash Flows for the period from September 27, 2024 (Inception) through December 31, 2024	F-24
Notes to Financial Statements	F-25

ONE NUCLEAR ENERGY LLC

Audited Financial Statements	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 100)	F-36
Balance Sheet as of September 30, 2025	F-37
Statement of Operations for the period from February 10, 2025 (Inception) through September 30, 2025)	F-38
Statement of changes in Members’ Deficit for the period from February 10, 2025 (Inception) through September 30, 2025	F-39
Statement of Cash Flows for the period from February 10, 2025 (Inception) through September 30, 2025	F-40
Notes to Financial Statements	F-41

F-1

HENNESSY CAPITAL INVESTMENT CORP. VII

CONDENSED BALANCE SHEETS

	September 30, 2025			December 31, 2024
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	1,622,799		$	20,005
Prepaid expenses		31,354			20,829
Short-term prepaid insurance		44,688			—
Total current assets		1,698,841			40,834
Deferred offering costs		—			952,432
Marketable securities held in Trust Account		195,206,616			—
Total Assets	$	196,905,457		$	993,266
Liabilities and Shareholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	69,879		$	33,366
Accrued offering costs		100,000			456,062
Promissory note – related party		—			76,790
Total current liabilities		169,879			566,218
Deferred legal fees		1,185,000			450,000
Deferred underwriting fee payable		7,600,000			—
Total Liabilities		8,954,879			1,016,218
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 19,000,000 and 0 shares at redemption value of $10.27 and $0 per share at September 30, 2025 and December 31, 2024		195,206,616			—
Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at September 30, 2025 and December 31, 2024		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 690,000 and none issued or outstanding (excluding 19,000,000 and 0 shares subject to possible redemption) at September 30, 2025 and December 31, 2024, respectively		69			—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,333,333 and 6,708,333 shares issued and outstanding(1)(2) at September 30, 2025 and December 31, 2024, respectively		633			671
Additional paid-in capital		—			24,329
Accumulated deficit		(7,256,740	)		(47,952	)
Total Shareholders’ Deficit		(7,256,038	)		(22,952	)
Total Liabilities and Shareholders’ Deficit	$	196,905,457		$	993,266

(1)

As of December 31, 2024, this amount includes up to 875,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the Underwriters (Note 5). Subsequently, on January 21, 2025, the underwriters partially exercised their over-allotment option in the amount of 1,500,000 Units and forfeited the remaining unexercised balance of 1,125,000 Units.

(2)

On January 10, 2025, the Company issued an additional 958,333 founder shares for no additional consideration, resulting in the Sponsor holding a total of 6,708,333 founder shares (see Note 7). All share and per share data have been retrospectively presented.

The accompanying notes are an integral part of the unaudited condensed financial statements.

F-2

HENNESSY CAPITAL INVESTMENT CORP. VII

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended			For the Nine Months Ended			For the Period from September 27, 2024 (Inception) Through
	September 30, 2025			September 30, 2025			September 30, 2024
General and administrative costs	$	819,219		$	1,757,164		$	10,420
Loss from operations		(819,219	)		(1,757,164	)		(10,420	)
Other income:
Interest earned on cash equivalents		13,338			41,335			—
Interest earned on marketable securities held in Trust Account		1,997,672			5,446,141			—
Total other income		2,011,010			5,487,476			—
Net income (loss)	$	1,191,791		$	3,730,312		$	(10,420	)
Weighted average shares outstanding of redeemable Class A ordinary shares, basic and diluted		19,000,000			17,538,462			—
Basic and diluted net income per ordinary share, Class A ordinary shares	$	0.05		$	0.15		$	—
Weighted average shares outstanding of non-redeemable Class A ordinary shares, basic and diluted		690,000			636,923			—
Basic and diluted net income per ordinary share, non-redeemable Class A ordinary shares	$	0.05		$	0.15		$	—
Weighted average shares outstanding, Class B ordinary shares, basic and diluted		6,333,333			6,294,871			5,833,333
Basic and diluted net income (loss) per ordinary share, Class B ordinary shares	$	0.05		$	0.15		$	(0.00	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

F-3

HENNESSY CAPITAL INVESTMENT CORP. VII

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

(UNAUDITED) 

	Class A Ordinary Shares				Class B Ordinary Shares						Additional Paid-in			Accumulated			Total Shareholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance – January 1, 2025		—	$	—		6,708,333		$	671		$	24,329		$	(47,952	)	$	(22,952	)
Sale of 690,000 Private Placement Units		690,000		69		—			—			6,899,931			—			6,900,000
Fair value of public Share Rights at issuance		—		—		—			—			1,577,000			—			1,577,000
Allocated value of transaction costs to Class A ordinary shares		—		—		—			—			(148,727	)		—			(148,727	)
Forfeiture of founder shares		—		—		(375,000	)		(38	)		38			—			—
Accretion for Class A ordinary shares to redemption amount		—		—		—			—			(8,352,571	)		(7,152,248	)		(15,504,819	)
Net income		—		—		—			—			—			1,018,007			1,018,007
Balance – March 31, 2025 (unaudited)		690,000		69		6,333,333			633			—			(6,182,193	)		(6,181,491	)
Accretion for Class A ordinary shares to redemption amount		—		—								—			(1,888,444	)		(1,888,444	)
Net income		—		—		—			—			—			1,520,514			1,520,514
Balance – June 30, 2025 (unaudited)		690,000		69		6,333,333			633			—			(6,550,123	)		(6,549,421	)
Accretion for Class A ordinary shares to redemption amount		—		—		—			—			—			(1,898,408	)		(1,898,408	)
Net income		—		—		—			—			—			1,191,791			1,191,791
Balance – September 30, 2025 (unaudited)		690,000	$	69		6,333,333		$	633		$	—		$	(7,256,740	)	$	(7,256,038	)

FOR THE PERIOD FROM SEPTEMBER 27, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024

(UNAUDITED)

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – September 27, 2024 (inception)		—	$	—		—	$	—	$	—	$	—		$	—
Net loss		—		—		—		—		—		(10,420	)		(10,420	)
Balance – September 30, 2024		—	$	—		—	$	—	$	—	$	(10,420	)	$	(10,420	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

F-4

HENNESSY CAPITAL INVESTMENT CORP. VII

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Months Ended			For the Period from September 27, 2024 (Inception) Through
	September 30, 2025			September 30, 2024
Cash flows from operating activities:
Net income (loss)	$	3,730,312		$	(10,420	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(5,446,141	)		—
Changes in operating assets and liabilities:
Prepaid expenses		(10,525	)		—
Prepaid insurance		(44,688	)		—
Accounts payable and accrued expenses		36,513			10,420
Deferred legal fees		585,000			—
Net cash used in operating activities		(1,149,529	)		—
Cash flows from investing activities:
Investment of cash into Trust Account		(190,000,000	)		—
Cash withdrawn from Trust Account for working capital purposes		239,525			—
Net cash used in investing activities		(189,760,475	)		—
Cash flows from financing activities:
Proceeds from sale of Units, net of underwriting discounts paid		186,200,000			—
Proceeds from sale of Private Placement Units		6,900,000			—
Proceeds from promissory note - related party		33,203			—
Repayment of promissory note - related party		(109,993	)		—
Payment of deferred offering costs		(510,412	)		—
Net cash provided by financing activities		192,512,798			—
Net change in cash and cash equivalents		1,602,794			—
Cash and cash equivalents, beginning of the period		20,005			—
Cash and cash equivalents, end of the period	$	1,622,799		$	—
Noncash investing and financing activities:
Offering costs included in accrued offering costs	$	100,000		$	—
Deferred offering costs included in deferred legal fees	$	150,000		$	—
Deferred underwriting fee payable	$	7,600,000		$	—
Forfeiture of Founder Shares	$	38		$	—

The accompanying notes are an integral part of the unaudited condensed financial statements.

F-5

HENNESSY CAPITAL INVESTMENT CORP. VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

(UNAUDITED)

NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS

Hennessy Capital Investment Corp. VII (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 27, 2024. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (a “Business Combination”).

As of September 30, 2025, the Company had not commenced any operations. All activity for the period from September 27, 2024 (inception) through September 30, 2025, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), as described below and, subsequent to the Initial Public Offering, identifying and completing a suitable Business Combination. The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on January 16, 2025. On January 21, 2025, the Company consummated the Initial Public Offering of 19,000,000 units (the “Units”), which includes the partial exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $190,000,000, which is described in Note 3. Each Unit consists of one Class A ordinary share and one right to receive one-twelfth (1/12) of one Class A ordinary share upon the consummation of its Business Combination (“Share Right”).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 690,000 private placement units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $6,900,000, which is described in Note 4. Of the 690,000 Private Placement Units, 500,000 Private Placement Units were purchased by HC VII Sponsor LLC, the Company’s sponsor (the “Sponsor”), and an aggregate of 190,000 Private Placement Units were purchased by the underwriters of the Initial Public Offering (collectively, the “Underwriters”): Cohen & Company Capital Markets, a division of J.V.B Financial Group, LLC (133,000); Clear Street LLC (28,500); and Loop Capital Markets LLC (28,500). The Private Placement Units are identical to the Units sold in the Initial Public Offering, except that (i) the Private Placement Units (and the Class A ordinary shares (the “private placement shares”) and Share Rights underlying the Private Placement Units and the Class A ordinary shares issuable upon conversion of the Share Rights) may not be transferred, assigned or sold, subject to certain limited exceptions, until 30 days after the completion of its Business Combination and (ii) the holders of the Private Placement Units are entitled to certain registration rights in respect thereof (and with respect to the private placement shares and Share Rights underlying such Private Placement Units and the Class A ordinary shares issuable upon conversion of the Share Rights).

Transaction costs of the Initial Public Offering amounted to $12,656,782, consisting of $3,800,000 of cash underwriting fee, $7,600,000 of deferred underwriting fee and $1,256,782 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions).

The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

F-6

HENNESSY CAPITAL INVESTMENT CORP. VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

(UNAUDITED)

Following the closing of the Initial Public Offering on January 21, 2025, an amount of $190,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Units, was placed in the trust account (the “Trust Account”), located in the United States, with Odyssey Transfer and Trust Company acting as trustee. The funds will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, and/or (ii) deposited in an interest-bearing demand deposit account at a U.S.-chartered commercial bank with consolidated assets of $50 billion or more. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing account until the earlier of consummation of the Company’s Business Combination or liquidation of the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to fund its working capital requirements, subject to an annual limit of 5.0%, and to pay its taxes, other than excise taxes, if any, (“permitted withdrawals”) and up to $100,000 of interest to pay dissolution expenses, the proceeds from the Initial Public Offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of the Company’s Business Combination, (ii) the redemption of the Company’s Class A ordinary shares sold as part of the Units in the Initial Public Offering (the “public shares”) if the Company is unable to complete its Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with its Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated its Business Combination within the Completion Window or (B) with respect to any other provisions relating to shareholders’ rights or pre-Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of its Business Combination either in connection with a general meeting called to approve its Business Combination or by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of a Business Combination, including interest earned on the funds held in the Trust Account (less permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations.

The Class A ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

The Company will have only the duration of the Completion Window to complete its Business Combination. However, if the Company is unable to complete its Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less the amount of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.

F-7

HENNESSY CAPITAL INVESTMENT CORP. VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

(UNAUDITED)

The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Class B ordinary shares of the Company (“founder shares”), private placement shares and public shares in connection with the completion of its Business Combination; (ii) waive their redemption rights with respect to their founder shares and private placement shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its Business Combination or to redeem 100% of the public shares if the Company has not consummated its Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private placement shares if the Company fails to complete its Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares or private placement shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would not be voted in favor of approving a Business Combination) in favor of a Business Combination.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the Underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.

Liquidity and Capital Resources

As of September 30, 2025, the Company had cash and cash equivalents of $1,622,799 and working capital of $1,708,541. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification 205-40, “Going Concern,” as of September 30, 2025, the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance of these unaudited condensed financial statements.

F-8

HENNESSY CAPITAL INVESTMENT CORP. VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

(UNAUDITED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated under the Securities Act. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on March 31, 2025. The interim results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

F-9

HENNESSY CAPITAL INVESTMENT CORP. VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

(UNAUDITED)

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,622,799 and $20,005 in cash and had no cash equivalents as of September 30, 2025 and December 31, 2024, respectively.

Marketable Securities Held in Trust Account

As of September 30, 2025 the assets held in the Trust Account amounted to $195,206,616. The Company classifies its U.S. Treasury and equivalent securities as held to maturity in accordance with ASC Topic 320, “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. When the Company’s investments held in the Trust Account are comprised of money market securities, the investments are classified as trading securities. Gains and losses resulting from the change in fair value of these securities are included in interest earned on marketable securities held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Deferred Offering Costs

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds, on January 21, 2025, from the Units between Class A ordinary shares and Share Rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Share Rights and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares subject to possible redemption were charged to temporary equity and offering costs allocated to the Share Rights included in the Units and Private Placement Units were charged to shareholders’ deficit because the Share Rights included in the Units and Private Placement Units, after management’s evaluation, were accounted for under equity treatment. As of September 30, 2025 and December 31, 2024 the Company has $0 and $952,432, respectively, in deferred offering costs as recorded on the accompanying balance sheets.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the unaudited condensed financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

F-10

HENNESSY CAPITAL INVESTMENT CORP. VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

(UNAUDITED)

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.

Share Rights

The Company accounted for the Share Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and classified the Share Rights under equity treatment at its assigned values.

Class A Ordinary Shares Subject to Possible Redemption

The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of September 30, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of December 31, 2024, there were no Class A ordinary shares subject to possible redemption. As of September 30, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds	$	190,000,000
Less:
Proceeds allocated to Share Rights		(1,577,000	)
Class A ordinary shares issuance costs		(12,508,055	)
Plus:
Remeasurement of carrying value to redemption value		15,504,819
Class A ordinary shares subject to possible redemption, March 31, 2025		191,419,764
Plus:
Remeasurement of carrying value to redemption value		1,888,444
Class A ordinary shares subject to possible redemption, June 30, 2025		193,308,208
Plus:
Remeasurement of carrying value to redemption value		1,898,408
Class A ordinary shares subject to possible redemption, September 30, 2025	$	195,206,616

Net Income (loss) Per Ordinary Share

Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture, through the date of the Initial Public Offering. At September 30, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per ordinary share is the same as basic income per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):

	For the Three Months Ended September 30, 2025						For the Nine Months Ended September 30, 2025
	Redeemable		Non-Redeemable				Redeemable		Non-Redeemable
	Class A		Class A		Class B		Class A		Class A		Class B
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income	$	1,001,256	$	36,362	$	333,752	$	2,802,319	$	101,769	$	1,005,803
Denominator:
Basic and diluted weighted average shares outstanding		19,000,000		690,000		6,333,333		17,538,462		636,923		6,294,871
Basic and diluted net income per ordinary share	$	0.05	$	0.05	$	0.05	$	0.15	$	0.15	$	0.15

F-11

HENNESSY CAPITAL INVESTMENT CORP. VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

(UNAUDITED)

Share-Based Compensation

The Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the condensed statements of operations.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, on January 21, 2025, the Company sold 19,000,000 Units, which includes the partial exercise by the Underwriters of their over-allotment option in the amount of 1,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one Share Right entitling the holder thereof to receive one-twelfth (1/12) of one Class A ordinary share upon the consummation of a Business Combination.

NOTE 4 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor and the Underwriters purchased an aggregate of 690,000 Private Placement Units, each Private Placement Unit consisting of one Class A ordinary share and one Share Right to receive one-twelfth (1/12) of one Class A ordinary share upon the consummation of a Business Combination, at a price of $10.00 per Private Placement Unit, or $6,900,000 in the aggregate, in a private placement. Of the 690,000 Private Placement Units, 500,000 Private Placement Units were purchased by the Sponsor, and an aggregate of 190,000 Private Placement Units were purchased by the Underwriters: Cohen & Company Capital Markets (133,000); Clear Street LLC (28,500); and Loop Capital Markets LLC (28,500).

The Private Placement Units are identical to the Units sold in the Initial Public Offering except that, (i) so long as they are held by the Sponsor, the Underwriters or their permitted transferees, the Private Placement Units (including the private placement shares and Share Rights underlying the Private Placement Units and the Class A ordinary shares issuable upon conversion of the Share Rights) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of a Business Combination and (ii) the holders of Private Placement Units are entitled to certain registration rights in respect thereof (and with respect to the private placement shares and Share Rights underlying such Private Placement Units and the Class A ordinary shares issuable upon conversion of the Share Rights).

F-12

HENNESSY CAPITAL INVESTMENT CORP. VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

(UNAUDITED)

The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of a Business Combination; (ii) waive their redemption rights with respect to their founder shares and private placement shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its Business Combination or to redeem 100% of the public shares if the Company has not consummated a Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private placement shares if the Company fails to complete its Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares or private placement shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving a Business Combination) in favor of a Business Combination.

NOTE 5 — RELATED PARTY TRANSACTIONS 

Founder Shares

On October 8, 2024, the Sponsor made a capital contribution of $25,000, or approximately $0.004 per share, for which the Company issued 5,750,000 founder shares to the Sponsor. On January 10, 2025, the Company issued an additional 958,333 founder shares (up to 125,000 shares of which were subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised) for no additional consideration, resulting in the Sponsor holding a total of 6,708,333 founder shares (up to 875,000 of which are subject to forfeiture by the holders thereof depending on the extent to which the Underwriters’ option to purchase additional Units is exercised). All share and per share data have been retrospectively presented. On January 21, 2025, the Underwriters partially exercised their over-allotment option and forfeited the unexercised balance. As a result of the partial exercise and the subsequent forfeiture of the over-allotment option by the Underwriters, 500,000 founder shares are no longer subject to forfeiture and 375,000 founder shares were forfeited, resulting in the Sponsor (after giving effect to the founder share transfers described below) holding 5,203,333 founder shares.

On December 1, 2024 and January 1, 2025, the Sponsor transferred 250,000 and 750,000 founder shares to each of Nicholas Geeza, the Company’s Executive Vice President, Chief Financial Officer (“CFO”) and Secretary, and Thomas Hennessy, the Company’s President and Chief Operating Officer (“COO”), respectively. The founder shares were transferred for total consideration of $0.004 per share, or $1,000 and $3,000, respectively, due to the Sponsor. On December 19, 2024, the Sponsor transferred an aggregate of 130,000 founder shares to its independent directors, for total consideration of $0.004 per share, or $520, due to the Sponsor. The founder shares are automatically forfeited back to the Sponsor if the holder of such founder shares is no longer providing services to the Company prior to its Business Combination. The sale of the founder shares to the Company’s CFO, COO, and its independent directors, are in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 1,130,000 shares granted to the Company’s CFO, COO, and its independent directors were $1,118,700, or $0.99 per share. The founder shares were granted subject to a performance condition (i.e., providing services through the Company’s Business Combination). Compensation expense related to the founder shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.

The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) 180 days after the completion of the Company’s Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after its Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”).

F-13

HENNESSY CAPITAL INVESTMENT CORP. VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

(UNAUDITED)

Promissory Note — Related Party

The Sponsor agreed to loan the Company an aggregate of up to $250,000 to be used for a portion of the expenses of the Initial Public Offering (the “Promissory Note”). The Promissory Note is non-interest bearing, unsecured and due at the earlier of March 31, 2025 or the closing of the Initial Public Offering. During the year ended December 31, 2024, the Company had borrowed $76,790 under the Promissory Note. On January 21, 2025, the Company repaid the total outstanding balance of the Promissory Note amounting to $109,994. As of September 30, 2025 and December 31, 2024, the Company had $0 and $76,790, respectively, outstanding balance under the Promissory Note. No further borrowings are available under the Promissory Note.

Working Capital Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $2,500,000 of such Working Capital Loans may be convertible into Private Placement Units of the post Business Combination entity at a price of $10.00 per Unit at the option of the lender. As of September 30, 2025 and December 31, 2024, no such Working Capital Loans were outstanding.

Administrative Services Agreement and Payments to Officer and Consultants

The Company entered into an agreement with the Sponsor, commencing on January 17, 2025 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an aggregate of $15,000 per month for office space, utilities, and secretarial and administrative support services, which amount increased to $25,000 per month beginning September 1, 2025. For the three and nine months ended September 30, 2025, the Company incurred and paid $55,000 and $137,258 administrative services fees, respectively.

The Company entered into an agreement with the CFO, commencing on January 17, 2025, to pay an aggregate of $10,000 per month for services prior to the consummation of the Company’s Business Combination or until the Company’s liquidation. For the three and nine months ended September 30, 2025, the Company incurred $30,000 and $84,839, respectively, under this agreement with the CFO and are included in accounts payable and accrued expenses on the balance sheet as of September 30, 2025. The Company has agreed to pay consulting and advisory fees of $11,000 per month, with a discretionary annual bonus of up to $25,000, to an affiliate of the Sponsor for services related to the execution and consummation of a Business Combination, which payments commenced in September 2025. An aggregate of approximately $9,068 was charged to operations for the three months and nine months ended September 30, 2025 for such consulting and advisory services. In addition, in January 2025, the Company began to compensate a Vice President of the Company $16,500 per month, with a discretionary annual bonus of up to $165,000, for her services. An aggregate of approximately $44,406 and $136,771, respectively, was charged to operations for the three months and nine months ended September 30, 2025, respectively, for such services.

F-14

HENNESSY CAPITAL INVESTMENT CORP. VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

(UNAUDITED)

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict, the Israel-Hamas war and the conflict between Israel and Iran, as well as recent developments to U.S. tariff policies. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the U.S., the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia, the Israel-Hamas war, the conflict between Israel and Iran and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas war, and the conflict between Israel and Iran and subsequent sanctions or related actions or the ongoing trade and tariff policy changes by the U.S. or other countries could adversely affect the Company’s search for a Business Combination and any target business with which the Company may ultimately consummate a Business Combination.

Registration Rights

The holders of the founder shares, Private Placement Units and the private placement shares and Share Rights underlying such Private Placement Units and any Private Placement Units that may be issued upon conversion of the Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of its Business Combination. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 2,625,000 Units to cover over-allotments, if any. On January 21, 2025, the Underwriters partially exercised their over-allotment option in the amount of 1,500,000 Units and forfeited the remaining unexercised balance of 1,125,000 Units.

The Underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $3,800,000 in the aggregate, paid to the Underwriters in cash at the closing of the Initial Public Offering. Additionally, the Underwriters are entitled to a deferred underwriting discount of up to $0.40 per Unit, or up to $7,600,000 in the aggregate (subject to reduction based on the funds remaining in the Trust Account after giving effect to the public shares that are redeemed in connection with the Company’s Business Combination), payable to the Underwriters for deferred underwriting commissions on amounts remaining in the Trust Account after all redemptions by public shareholders have been met. The deferred underwriting discount will become payable to the Underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination.

F-15

HENNESSY CAPITAL INVESTMENT CORP. VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

(UNAUDITED)

Deferred Legal Fees

As of September 30, 2025, the Company had a total deferred legal fee of $1,185,000, of which $585,000 was related to general matters and $600,000 was related to the Initial Public Offering and charged to offering costs, all of which is to be paid to the Company’s legal advisors upon consummation of its Business Combination. As of December 31, 2024, the Company had a total deferred legal fee of $450,000, all of which was related to the Initial Public Offering and charged to offering costs. As the settlement or liquidation of amounts of deferred legal fees are not reasonably expected to require the use of current assets or require the creation of current liabilities, the amount is classified as a non-current liability in the accompanying balance sheets as of September 30, 2025 and December 31, 2024.

NOTE 7 — SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $0.0001 each. As of September 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $0.0001 each. As of September 30, 2025 and December 31, 2024, there were 690,000 and 0 Class A ordinary shares issued or outstanding, respectively, excluding the 19,000,000 Class A ordinary shares subject to possible redemption as of September 30, 2025.

Class B Ordinary Shares — The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $0.0001 each. On October 8, 2024, the Sponsor made a capital contribution of $25,000, or approximately $0.004 per share, for which the Company issued 5,750,000 founder shares to the Sponsor. On January 10, 2025, the Company issued an additional 958,333 founder shares (up to 125,000 shares of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option was exercised) for no additional consideration, resulting in the Sponsor holding a total of 6,708,333 founder shares (up to 875,000 of which were subject to forfeiture by the holders thereof depending on the extent to which the Underwriters’ option to purchase additional units was exercised). On January 21, 2025, the underwriters partially exercised their over-allotment option in the amount of 1,500,000 Units and forfeited the remaining unexercised balance of 1,125,000 Units, resulting in the forfeiture of 375,000 founder shares. As of September 30, 2025 and December 31, 2024, there were 6,333,333 and 6,708,333 Class B ordinary shares issued or outstanding, respectively.

The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of a Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of a Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the Underwriters’ over-allotment option and excluding the private placement shares), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent shares issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with a Business Combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

F-16

HENNESSY CAPITAL INVESTMENT CORP. VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

(UNAUDITED)

Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s Business Combination, the holders of more than 50% of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of a Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of a Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.

Share Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Share Right will automatically receive one-twelfth (1/12) of one Class A ordinary share upon consummation of its Business Combination. The Company will not issue fractional shares in connection with an exchange of Share Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company is not the surviving company upon completion of its Business Combination, each holder of a Share Right will be required to affirmatively convert his, her or its Share Rights in order to receive the one-twelfth (1/12) of one Class A ordinary share underlying each Share Right upon consummation of its Business Combination. If the Company is unable to complete its Business Combination within the required time period and the Company will redeem the public shares for the funds held in the Trust Account, holders of Share Rights will not receive any of such funds for their Share Rights and the Share Rights will expire worthless.

NOTE 8 — FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

F-17

HENNESSY CAPITAL INVESTMENT CORP. VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

(UNAUDITED)

At September 30, 2025, assets held in the Trust Account were comprised of $195,206,616 in a money market account. At December 31, 2024, there were no assets held in the Trust Account. The Company has not withdrawn any interest income from the Trust Account.

The following table presents information about the Company’s assets that are measured at fair value, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

	Level		September 30, 2025
Assets:
Marketable securities held in Trust Account		1	$	195,206,616

The fair value of the Share Rights as of January 21, 2025 issued in the Initial Public Offering was $1,577,000, or $0.083 per Share Right. The Share Rights issued in the Initial Public Offering have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Share Rights issued in the Initial Public Offering:

	January 21, 2025
Underlying share price	$	9.91
Pre-adjusted value per share right	$	0.83
Market adjustment(1)		10.0	%
Fair Value per share right	$	0.083

(1) Market adjustment reflects additional factors not fully captured by low volatility selection, which may include likelihood of a Business Combination occurring, market perception of lack of available or suitable targets, or possible post-acquisition decline of stock price prior to beginning of the exercise period. The adjustment is determined by comparing traded right prices to simulated model outputs. The market adjustment was determined by calibrating traded Share Rights prices as of the valuation dates.

NOTE 9 — SEGMENT REPORTING

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.

F-18

HENNESSY CAPITAL INVESTMENT CORP. VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

(UNAUDITED)

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss. The measure of segment assets is reported on the balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews the below key metric included in net income or loss:

	September 30, 2025		December 31, 2024
Cash and cash equivalents	$	1,622,799	$	20,005
Marketable securities held in Trust Account	$	195,206,616	$	—

	For the Three Months Ended September 30, 2025		For the Nine Months Ended September 30, 2025		For the Period from September 27, 2024 (inception) through September 30, 2024
General and administrative costs	$	819,219	$	1,757,164	$	10,420
Interest earned on marketable securities held in Trust Account	$	1,997,672	$	5,446,141	$	—

The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Completion Window. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the condensed statements of operations and described within their respective disclosures.

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. The Company has concluded that all such events and transactions that would require adjustment or disclosure in the unaudited condensed financial statements have been recognized or disclosed, which include the following:

On October 22, 2025, the Company, Solis Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company (“Merger Sub”), and ONE Nuclear Energy LLC, a Delaware limited liability company (the “ONE Nuclear”), entered into a business combination agreement (the “Business Combination Agreement”) that contemplates a $1.0 billion equity valuation of ONE Nuclear and an all-stock combination transaction (the “Proposed Business Combination). ONE Nuclear is an independent developer of large-scale energy solutions powered by natural gas and advanced nuclear small modular reactor (SMR) technologies.

Pursuant to the Business Combination Agreement, the parties thereto will enter into a business combination transaction by which, among other things, (i) the Company will transfer by way of continuation and deregistration to and domesticate as a Delaware corporation (the “Domestication”) and (ii) Merger Sub will merge with and into ONE Nuclear (the “Merger”), with ONE Nuclear being the surviving entity of the Merger and becoming a direct, wholly-owned subsidiary of the Company. Upon closing of the Merger (the “Closing,” and the date on which the Closing occurs, the “Closing Date”), ONE Nuclear will become a direct, wholly-owned subsidiary of the Company, and the Company will be a publicly traded company operating under the name “ONE Nuclear.” Following the Closing, the Company’s shares of common stock following the Domestication (“Common Stock”) are expected to trade on Nasdaq under the ticker symbol “ONEN.”

The Closing will occur no later than the third business day following the satisfaction or waiver of all of the closing conditions, or at such other time or in such other manner as agreed upon by the Company and ONE Nuclear in writing.

The obligations of the parties to consummate the Merger and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”) are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of customary closing conditions set forth in the Business Combination Agreement, including: (i) approval of the Transactions by the shareholders of the Company and the equityholders of ONE Nuclear; (ii) the registration statement on Form S-4 (the “Registration Statement”) having become effective under the Securities Act of 1933, as amended (the “Securities Act”); (iii) the Company’s shares of Common Stock to be issued in connection with the Transactions will be conditionally approved for listing upon the Closing on Nasdaq subject to any requirement to have a sufficient number of round lot holders of Common Stock; (iv) no governmental authority of competent jurisdiction will have enacted, issued, promulgated, enforced or entered any law or governmental order that is then in effect that makes the Merger illegal or otherwise prevents or prohibits the Closing; (v) no Purchaser Material Adverse Effect or Company Material Adverse Effect (each as defined in the Business Combination Agreement) will have occurred since the date of the Business Combination Agreement that is continuing; and (vi) the Domestication will have been completed. There is no minimum cash condition or financing condition to Closing.

Unless specifically stated, this Quarterly Report on Form 10-Q does not give effect to the proposed Transactions and does not contain the risks associated with the proposed Transactions. Such risks and effects relating to the proposed Transactions will be included in a Registration Statement on Form S-4 that the Company intends to file with the SEC relating to the Proposed Business Combination.

For more information about the Proposed Business Combination and the Business Combination Agreement, see the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2025.

F-19

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

Hennessy Capital Investment Corp. VII

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Hennessy Capital Investment Corp. VII (the “Company”) as of December 31, 2024 and the related statements of operations, changes in shareholders’ deficit and cash flows for the period from September 27, 2024 (inception) through December 31, 2024 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the period from September 27, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2024.

New York, New York

March 31, 2025

PCAOB Number 100

F-20

HENNESSY CAPITAL INVESTMENT CORP. VII

BALANCE SHEET

DECEMBER 31, 2024

Assets
Current assets
Cash	$	20,005
Prepaid expenses		20,829
Total current assets		40,834
Deferred offering costs		952,432
Total Assets	$	993,266
Liabilities and Shareholders’ Deficit
Current liabilities
Accrued expenses	$	33,366
Accrued offering costs		456,062
Promissory note – related party		76,790
Total current liabilities		566,218
Deferred legal fees		450,000
Total Liabilities		1,016,218
Commitments and Contingencies
Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no shares issued or outstanding		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,708,333 shares issued and outstanding(1)(2)		671
Additional paid-in capital		24,329
Accumulated deficit		(47,952	)
Total Shareholders’ Deficit		(22,952	)
Total Liabilities and Shareholders’ Deficit	$	993,266

(1)	Includes up to 875,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the Underwriters (Note 5).
(2)	On January 10, 2025, the Company issued an additional 958,333 founder shares for no additional consideration, resulting in the Sponsor holding a total of 6,708,333 founder shares (see Note 9). All share and per share data has been retrospectively presented.

The accompanying notes are an integral part of the financial statements.

F-21

HENNESSY CAPITAL INVESTMENT CORP. VII

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM SEPTEMBER 27, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

Formation, general and administrative costs	$	47,952
Net loss	$	(47,952	)
Basic and diluted weighted average Class B ordinary shares outstanding(1)(2)		5,833,333
Basic and diluted net loss per Class B ordinary share	$	(0.01	)

(1)	Excludes up to 875,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the Underwriters (Note 5).
(2)	On January 10, 2025, the Company issued an additional 958,333 founder shares for no additional consideration, resulting in the Sponsor holding a total of 6,708,333 founder shares (see Note 9). All share and per share data has been retrospectively presented.

The accompanying notes are an integral part of the financial statements.

F-22

HENNESSY CAPITAL INVESTMENT CORP. VII

STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE PERIOD FROM SEPTEMBER 27, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

	Class B Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance as of September 27, 2024 (inception)		—	$	—	$	—	$	—		$	—
Class B ordinary shares issued to Sponsor(1)(2)		6,708,333		671		24,329		—			25,000
Net loss		—		—		—		(47,952	)		(47,952	)
Balance as of December 31, 2024		6,708,333	$	671	$	24,329	$	(47,952	)	$	(22,952	)

(1)	Includes up to 875,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the Underwriters (Note 5).
(2)	On January 10, 2025, the Company issued an additional 958,333 founder shares for no additional consideration, resulting in the Sponsor holding a total of 6,708,333 founder shares (see Note 9). All share and per share data has been retrospectively presented.

The accompanying notes are an integral part of the financial statements.

F-23

HENNESSY CAPITAL INVESTMENT CORP. VII

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM SEPTEMBER 27, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

Cash flows from operating activities:
Net loss	$	(47,952	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Prepaid expenses		(20,829	)
Accrued expenses		33,366
Net cash used in operating activities		(35,415	)
Cash flows from financing activities:
Proceeds from issuance of founder shares		25,000
Proceeds from promissory note – related party		76,790
Payment of deferred offering costs		(46,370	)
Net cash provided by financing activities		55,420
Net change in cash		20,005
Cash, beginning of the period		—
Cash, end of the period	$	20,005
Noncash investing and financing activities:
Deferred offering costs included in accrued offering costs	$	456,062
Deferred offering costs included in deferred legal fees	$	450,000

The accompanying notes are an integral part of the financial statements.

F-24

HENNESSY CAPITAL INVESTMENT CORP. VII

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS

Hennessy Capital Investment Corp. VII (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 27, 2024. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). As of December 31, 2024, the Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.

As of December 31, 2024, the Company had not commenced any operations. All activity for the period from September 27, 2024 (inception) through December 31, 2024 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), as described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on January 16, 2025. On January 21, 2025, the Company consummated the Initial Public Offering of 19,000,000 units (the “Units”), which includes the partial exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $190,000,000, which is described in Note 3. Each Unit consists of one Class A ordinary share and one right to receive one-twelfth (1/12) of one Class A ordinary share upon the consummation of an initial Business Combination (“Share Right”).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 690,000 private placement units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $6,900,000, which is described in Note 4. Of the 690,000 Private Placement Units, 500,000 Private Placement Units were purchased by HC VII Sponsor LLC, the Company’s sponsor (the “Sponsor”), and an aggregate of 190,000 Private Placement Units were purchased by the underwriters of the Initial Public Offering (collectively, the “Underwriters”): Cohen & Company Capital Markets, a division of J.V.B Financial Group, LLC (133,000); Clear Street LLC (28,500); and Loop Capital Markets LLC (28,500). The Private Placement Units are identical to the Units sold in the Initial Public Offering, except that (i) the Private Placement Units (and the Class A ordinary shares and Share Rights underlying the Private Placement Units and the Class A ordinary shares issuable upon conversion of the Share Rights) may not be transferred, assigned or sold, subject to certain limited exceptions, until 30 days after the completion of the initial Business Combination and (ii) the holders of the Private Placement Units are entitled to certain registration rights in respect thereof (and with respect to the Class A ordinary shares and Share Rights underlying such Private Placement Units and the Class A ordinary shares issuable upon conversion of the Share Rights).

Transaction costs amounted to $12,656,782, consisting of $3,800,000 of cash underwriting fee, $7,600,000 of deferred underwriting fee and $1,256,782 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions).

The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

F-25

HENNESSY CAPITAL INVESTMENT CORP. VII

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Following the closing of the Initial Public Offering on January 21, 2025, an amount of $190,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Units, was placed in the trust account (“Trust Account”), located in the United States, with Odyssey Transfer and Trust Company acting as trustee. The funds will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, and/or (ii) deposited in an interest-bearing demand deposit account at a U.S.-chartered commercial bank with consolidated assets of $50 billion or more. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing account until the earlier of consummation of the initial Business Combination or liquidation of the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to fund its working capital requirements, subject to an annual limit of 5.0%, and to pay its taxes, other than excise taxes, if any, (“permitted withdrawals”) and up to $100,000 of interest to pay dissolution expenses, the proceeds from the Initial Public Offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s Class A ordinary shares sold as part of the Units in the Initial Public Offering (the “public shares”) if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either in connection with a general meeting called to approve the initial Business Combination or by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations.

The ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less the amount of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.

F-26

HENNESSY CAPITAL INVESTMENT CORP. VII

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Class B ordinary shares of the Company (“founder shares”), private placement shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and private placement shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private placement shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares or private placement shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.

The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the Underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

Liquidity and Capital Resources

The Company’s liquidity needs up to December 31, 2024 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $250,000 (see Note 5). At December 31, 2024, the Company had cash of $20,005 and working capital deficit of $525,384. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification 205-40, “Going Concern,” as of December 31, 2024, and including the closing of the Initial Public Offering on January 21, 2025, the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance of these financial statements.

F-27

HENNESSY CAPITAL INVESTMENT CORP. VII

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $20,005 in cash and no cash equivalents as of December 31, 2024.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

F-28

HENNESSY CAPITAL INVESTMENT CORP. VII

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Deferred Offering Costs

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds, on January 21, 2025, from the Units between Class A ordinary shares and Share Rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the rights and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares subject to possible redemption were charged to temporary equity and offering costs allocated to the Share Rights included in the Public and Private Placement Units were charged to shareholders’ deficit because the Share Rights included in the Public and Private Placement Units, after management’s evaluation, were accounted for under equity treatment. As of December 31, 2024 the Company has $952,432 in deferred offering costs as recorded on the accompanying balance sheet.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and will be accounted for as a liability pursuant to ASC 480 if not fully exercised at the time of the Initial Public Offering.

F-29

HENNESSY CAPITAL INVESTMENT CORP. VII

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Share Rights

The Company accounted for the Share Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and classified the Share Rights under equity treatment at its assigned value.

Net Loss Per Ordinary Share

Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture, through the date of the Initial Public Offering. Weighted average shares were reduced for the effect of an aggregate of 875,000 ordinary shares that are subject to forfeiture by the holders thereof depending on the extent to which the Underwriter’s over-allotment option is exercised (see Note 5). At December 31, 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the periods presented.

Share-Based Compensation

The Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statement of operations.

Recent Accounting Standards

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company has adopted ASU 2023-07 at inception, September 27, 2024. ASU 2023-07 does not have a material effect on the Company’s financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, on January 21, 2025, the Company sold 19,000,000 Units, which includes the partial exercise by the Underwriters of their over-allotment option in the amount of 1,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one Share Right entitling the holder thereof to receive one-twelfth (1/12) of one Class A ordinary share upon the consummation of an initial Business Combination.

NOTE 4 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor and the Underwriters purchased an aggregate of 690,000 Private Placement Units, each Private Placement Unit consisting of one Class A ordinary share and one Share Right to receive one-twelfth (1/12) of one Class A ordinary share upon the consummation of an initial Business Combination, at a price of $10.00 per Private Placement Unit, or $6,900,000 in the aggregate, in a private placement. Of the 690,000 Private Placement Units, 500,000 Private Placement Units were purchased by the Sponsor, and an aggregate of 190,000 Private Placement Units were purchased by the Underwriters: Cohen & Company Capital Markets (133,000); Clear Street LLC (28,500); and Loop Capital Markets LLC (28,500).

F-30

HENNESSY CAPITAL INVESTMENT CORP. VII

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

The Private Placement Units are identical to the Units sold in the Initial Public Offering except that, so long as they are held by the Sponsor, the Underwriters or their permitted transferees, the Private Placement Units (including their component securities) (i) may not (including the Class A ordinary shares issuable upon conversion of the underlying Share Rights), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination and (ii) will be entitled to certain registration rights in respect thereof (and with respect to the Class A ordinary shares and Share Rights underlying such Private Placement Units and the Class A ordinary shares issuable upon conversion of the Share Rights).

The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and private placement shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private placement shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares or private placement shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On October 8, 2024, the Sponsor made a capital contribution of $25,000, or approximately $0.004 per share, for which the Company issued 5,750,000 founder shares to the Sponsor. On January 10, 2025, the Company issued an additional 958,333 founder shares (up to 125,000 shares of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised) for no additional consideration, resulting in the Sponsor holding a total of 6,708,333 founder shares (up to 875,000 of which are subject to forfeiture by the holders thereof depending on the extent to which the Underwriters’ option to purchase additional Units is exercised). All share and per share data has been retrospectively presented. On January 21, 2025, the Underwriters partially exercised their over-allotment option and forfeited the unexercised balance. As a result of the partial exercise and the subsequent forfeiture of the over-allotment option by the Underwriters, 500,000 founder shares are no longer subject to forfeiture and 375,000 founder shares were forfeited, resulting in the Sponsor (after giving effect to the founder share transfers described below) holding 5,203,333 founder shares.

On December 1, 2024 and January 1, 2025, the Sponsor transferred 250,000 and 750,000 founder shares to each of Nicholas Geeza, the Company’s Executive Vice President, Chief Financial Officer (“CFO”) and Secretary, and Thomas Hennessy, the Company’s President and Chief Operating Officer (“COO”), respectively. The founder shares were transferred for total consideration of $0.004 per share, or $1,000 and $3,000, respectively, due to the Sponsor. On December 19, 2024, the Sponsor transferred an aggregate of 130,000 founder shares to its independent directors, for total consideration of $0.004 per share, or $520, due to the Sponsor. The founder shares are automatically forfeited back to the Sponsor if the holder of such founder shares is no longer providing services to the Company prior to the initial Business Combination. The sale of the founder shares to the Company’s CFO, COO, and its independent directors, are in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 1,130,000 shares granted to the Company’s CFO, COO, and its independent directors were $1,118,700 or $0.99 per share. The founder shares were granted subject to a performance condition (i.e., providing services through the Company’s initial Business Combination). Compensation expense related to the founder shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.

F-31

HENNESSY CAPITAL INVESTMENT CORP. VII

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) 180 days after the completion of the Company’s initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”).

Promissory Note — Related Party

The Sponsor has agreed to loan the Company an aggregate of up to $250,000 to be used for a portion of the expenses of the Initial Public Offering (the “Promissory Note”). The Promissory Note is non-interest bearing, unsecured and due at the earlier of March 31, 2025 or the closing of the Initial Public Offering. As of December 31, 2024, the Company had borrowed $76,790 under the Promissory Note. On January 21, 2025, the Company repaid the total outstanding balance of the Promissory Note amounting to $109,994. Borrowings under the Promissory Note are no longer available.

Working Capital Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay the Working Capital Loans. In the event that an initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $2,500,000 of such Working Capital Loans may be convertible into Private Placement Units of the post Business Combination entity at a price of $10.00 per Unit at the option of the lender. As of December 31, 2024, no such Working Capital Loans were outstanding.

Administrative Services Agreement and Payments to Officer

The Company entered into an agreement with the Sponsor, commencing on January 17, 2025 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an aggregate of $15,000 per month for office space, utilities, and secretarial and administrative support services.

The Company entered into an agreement with the CFO, commencing on January 17, 2025, to pay an aggregate of $10,000 per month for services prior to the consummation of the Company’s initial Business Combination or until the Company’s liquidation.

F-32

HENNESSY CAPITAL INVESTMENT CORP. VII

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

Registration Rights

The holders of the founder shares, Private Placement Units and the Class A ordinary shares underlying such Private Placement Units and Share Rights and any Private Placement Units that may be issued upon conversion of the Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 2,625,000 Units to cover over-allotments, if any. On January 21, 2025, the Underwriters partially exercised their over-allotment option in the amount of 1,500,000 Units and forfeited the remaining unexercised balance of 1,125,000 Units.

The Underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $3,800,000 in the aggregate, paid to the Underwriters in cash at the closing of the Initial Public Offering. Additionally, the Underwriters are entitled to a deferred underwriting discount of up to $0.40 per Unit, or up to $7,600,000 in the aggregate (subject to reduction based on the funds remaining in the Trust Account after giving effect to the public shares that are redeemed in connection with the Company’s initial Business Combination), payable to the Underwriters for deferred underwriting commissions on amounts remaining in the Trust Account after all redemptions by public shareholders have been met. The deferred underwriting discount will become payable to the Underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination.

Deferred Legal Fees

As of December 31, 2024, the Company had a total deferred legal fee of $450,000, all of which was related to the Initial Public Offering to be paid to the Company’s legal advisors upon consummation of the Business Combination. As the settlement or liquidation of amounts of deferred legal fees are not reasonably expected to require the use of current assets or require the creation of current liabilities, the amount is classified as a non-current liability in the accompanying balance sheet as of December 31, 2024.

NOTE 7 — SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $0.0001 each. As of December 31, 2024, there were no preference shares issued or outstanding.

F-33

HENNESSY CAPITAL INVESTMENT CORP. VII

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Class A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $0.0001 each. As of December 31, 2024, there were no Class A ordinary shares issued or outstanding.

Class B Ordinary Shares — The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $0.0001 each. On October 8, 2024, the Sponsor made a capital contribution of $25,000, or approximately $0.004 per share, for which the Company issued 5,750,000 founder shares to the Sponsor. On January 10, 2025, the Company issued an additional 958,333 founder shares (up to 125,000 shares of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised) for no additional consideration, resulting in the Sponsor holding a total of 6,708,333 founder shares (up to 875,000 of which are subject to forfeiture by the holders thereof depending on the extent to which the Underwriters’ option to purchase additional units is exercised).

The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the Underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the Private Placement Units issued to the Sponsor and the Underwriters), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent shares issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50% of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.

Share Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Share Right will automatically receive one-twelfth (1/12) of one Class A ordinary share upon consummation of the initial Business Combination. The Company will not issue fractional shares in connection with an exchange of Share Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company is not the surviving company upon completion of the initial Business Combination, each holder of a Share Right will be required to affirmatively convert his, her or its Share Rights in order to receive the one-twelfth (1/12) of one Class A ordinary share underlying each Share Right upon consummation of the Business Combination. If the Company is unable to complete the initial Business Combination within the required time period and the Company will redeem the public shares for the funds held in the Trust Account, holders of Share Rights will not receive any of such funds for their Share Rights and the Share Rights will expire worthless.

F-34

HENNESSY CAPITAL INVESTMENT CORP. VII

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

NOTE 8 — SEGMENT REPORTING

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews the below key metric included in net income or loss:

	For the period from September 27, 2024 (inception) through December 31, 2024
Formation, general and administrative costs	$	47,952

Formation, general and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Completion Window. The CODM also reviews formation, general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation, general and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures.

NOTE 9 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described below and in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On January 10, 2025, the Company issued an additional 958,333 founder shares (up to 125,000 shares of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised) for no additional consideration, resulting in the Sponsor holding a total of 6,708,333 founder shares (up to 875,000 of which are subject to forfeiture by the holders thereof depending on the extent to which the Underwriters’ option to purchase additional units is exercised).

On January 21, 2025, the Company consummated the Initial Public Offering of 19,000,000 Units, which includes the partial exercise by the Underwriters of their over-allotment option in the amount of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $190,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 690,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $6,900,000. Of the 690,000 Private Placement Units, 500,000 Private Placement Units were purchased by the Sponsor, and an aggregate of 190,000 Private Placement Units were purchased by the Underwriters: Cohen & Company Capital Markets (133,000); Clear Street LLC (28,500); and Loop Capital Markets LLC (28,500).

On January 21, 2025, in connection with the closing of the Initial Public Offering, the Underwriters were paid a cash underwriting discount of $0.20 per Unit, or $3,800,000 in the aggregate. Additionally, the Underwriters are entitled to a deferred underwriting discount of up to $0.40 per Unit, or up to $7,600,000 in the aggregate (subject to reduction based on the funds remaining in the Trust Account after giving effect to the public shares that are redeemed in connection with an initial Business Combination), payable to the Underwriters for deferred underwriting commissions on amounts remaining in the Trust Account after all redemptions by public shareholders have been met.

On January 21, 2025, the Company repaid all outstanding amounts under the Promissory Note.

F-35

Report of Independent Registered Public Accounting Firm

To the Members and Board of Directors of

One Nuclear Energy LLC

Opinion on the Financial Statements

We have audited the accompanying balance sheet of One Nuclear Energy LLC (the “Company”) as of September 30, 2025, and the related statements of operations, changes in members’ deficit, and cash flows for the period from February 10, 2025 (inception) through September 30, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025, and the results of its operations and its cash flows for the period from February 10, 2025 (inception) through September 30, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 2 to the financial statements, the entity has incurred a loss from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2025.

Whippany, New Jersey

December 23, 2025

F-36

ONE Nuclear Energy LLC

BALANCE SHEET

As of September 30, 2025

	September 30,
	2025
ASSETS
Cash	$	60
Total current assets		60
TOTAL ASSETS	$	60
LIABILITIES AND MEMBERS’ DEFICIT
Accounts payable and accrued expenses	$	469,224
Total current liabilities		469,224
TOTAL LIABILITIES		469,224
COMMITMENTS AND CONTINGENCIES (Note 7)
MEMBERS’ DEFICIT
Membership units, 10,000,000 units authorized, issued and outstanding		3,641
Accumulated deficit		(472,805	)
Total members’ deficit		(469,164	)
TOTAL LIABILITIES AND MEMBERS’ DEFICIT	$	60

The accompanying notes are an integral part of these financial statements.

F-37

ONE Nuclear Energy LLC

STATEMENT OF OPERATIONS

for the period February 10, 2025 (inception) through September 30, 2025

	For the period February 10, 2025 (inception) through September 30, 2025
Operating expenses
General and administrative	$	472,805
Loss from operations		(472,805	)
Net loss	$	(472,805	)
Weighted average member units outstanding, basic and diluted		10,000,000
Basic and diluted net loss per member unit	$	(0.05	)

The accompanying notes are an integral part of these financial statements.

F-38

ONE Nuclear Energy LLC

STATEMENT OF CHANGES IN MEMBERS’ DEFICIT

for the period February 10, 2025 (inception) through September 30, 2025

	Membership Interests				Accumulated
	Units		Amount		deficit			Total
Balance, February 10, 2025 (inception)		-	$	-	$	-		$	-
Issuance of membership units		10,000,000		100		-			100
Stock based compensation		-		3,541		-			3,541
Net loss		-		-		(472,805	)		(472,805	)
Balance, September 30, 2025		10,000,000	$	3,641	$	(472,805	)	$	(469,164	)

The accompanying notes are an integral part of these financial statements.

F-39

ONE Nuclear Energy LLC

STATEMENT OF CASH FLOWS

	For the period February 10, 2025 (inception) through September 30, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(472,805	)
Adjustments to reconcile net loss to net cash used in operations:
Stock based compensation		3,541
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		469,224
CASH USED IN OPERATING ACTIVITIES		(40	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of membership units		100
CASH PROVIDED BY FINANCING ACTIVITIES		100
NET CHANGE IN CASH		60
Cash, beginning of period		-
Cash, end of period	$	60

The accompanying notes are an integral part of these financial statements.

F-40

ONE Nuclear Energy LLC

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Organization

ONE Nuclear Energy LLC (“ONE Nuclear,” “the Company,” or “ONE”) was formed on February 10, 2025 (inception) under the laws of Delaware to engage as a development stage Independent Power Producer (“IPP”) dedicated to solving the most critical bottleneck in the 21st-century digital economy: the acute shortage of reliable, high-density, low-carbon baseload electricity and heat. The Company is structured to develop, own, and operate a portfolio of behind-the-meter (BTM) microgrids and energy parks that bypass the congested centralized energy transmission infrastructure of the United States. By combining the rapid deployment capabilities of high-efficiency natural gas generation with the long-term decarbonization and baseload potential of advanced Small Modular Reactors (SMRs), ONE Nuclear will offer a differentiated, dual-phase infrastructure solution tailored to the inelastic demand of hyperscale artificial intelligence (AI) data centers and critical industrial facilities. ONE Nuclear’s objective is to cultivate a diverse and sector-agnostic client base of energy-intensive end-users, including not just hyperscale AI and cloud data centers, but also industrial manufacturers, refineries, desalination plants and critical-infrastructure customers.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Public Company Accounting Oversight Board (“PCAOB”). The Company’s fiscal year ends on December 31.

Note 2—Liquidity and Capital Resources

The Company’s primary sources of liquidity have been cash from financing activities. The Company had an accumulated deficit of $472,805 as of September 30, 2025. As of September 30, 2025, working capital deficit was $469,164 and cash was $60.

The Company’s future capital requirements will depend on many factors, including the timing and extent of spending. In order to finance these opportunities, the Company will need to raise additional financing. While there can be no assurances, the Company intends to raise such capital through issuances of additional equity. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Company’s business, results of operations and financial condition would be materially and adversely affected.

As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 205-40, “Going Concern,” management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date these financial statements are available to be issued. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

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NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, and expenses. Actual results may differ from such estimates, judgements and assumptions.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate is the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

For the period from February 10, 2025 (inception) through September 30, 2025, the Company recorded significant estimates related to stock-based compensation expense, including assumptions used in determining the fair value of equity awards. Changes in these assumptions or differences between estimated and actual outcomes could result in material adjustments to stock-based compensation expense in future periods.

Cash and Cash Equivalents

Cash includes cash on hand and deposits with financial institutions. The Company considers all short-term investments with original maturities of three months or less to be cash equivalents. Cash at September 30, 2025 totaled $60 and there were no cash equivalents.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000.

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities include unpaid vendor invoices, accrued professional services owed totaling $469,224.

Operating Expenses

Operating expenses consist primarily of professional fees, consulting, legal, and general administrative costs. Total operating expenses for the period were $472,805.

Income Taxes (ASC 740)

The Company is treated as a pass-through entity for U.S. federal income tax purposes. Accordingly, no provision for income taxes has been recorded, as taxable income or losses are included in the Member’s tax return.

Management has evaluated uncertain tax positions under ASC 740-10 and determined no liabilities for unrecognized tax benefits are required.

Fair Value Measurements

Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The authoritative guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The hierarchy is broken down into three levels:

Level 1: Inputs are quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly.

Level 3: Inputs are unobservable for the asset or liability.

The carrying amounts of certain financial instruments, such as accounts payable and accrued expenses, approximate fair value due to their relatively short maturities.

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Stock-based compensation

The Company grants equity-classified awards, including, membership units, to directors, and consultants. The Company accounts for stock-based compensation arrangements granted to employees in accordance with ASC 718, Stock Compensation, by measuring the grant date fair value of the award and recognizing the resulting expense over the period during which the employee is required to perform service in exchange for the award. Equity-based compensation expense is only recognized for awards subject to performance conditions if it is probable that the performance condition will be achieved. The Company accounts for forfeitures when they occur.

The fair value of the membership units was determined using a Black-Scholes model, which incorporated assumptions including enterprise value, discount rates, expected volatility, lack of marketability, and other relevant factors. These assumptions include the Company’s enterprise value, expected volatility, and adjustments for lack of marketability, among other relevant factors. The expected term of the awards is estimated using the simplified method, which management believes is appropriate given the lack of sufficient historical exercise data.

Segment Reporting

The Company has a single operating and reportable segment. The Company’s Chief Executive Officer (“CEO”) is its Chief Operating Decision Maker (“CODM”), who reviews financial information presented for the purposes of making operating decisions, allocating resources and evaluating financial performance.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024 and interim reporting periods for fiscal years beginning after December 15, 2025. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

On November 4, 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE), requiring additional disclosure of the nature of expenses included in the statements of operations. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the statement of operations as well as disclosures about selling expenses. The standard is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of:

	September 30, 2025
Professional fees	$	130,000
Legal expenses		301,374
Other accrued liabilities		37,850
Total	$	469,224

NOTE 5 – MEMBERS’ EQUITY

The Company is a limited liability company, with 10,000,000 member units issued and outstanding. All profits and losses are allocated to the Members. The Company’s equity activity is recorded through the Members’ capital account.

NOTE 6 – STOCK-BASED COMPENSATION

The Company accounts for share-based compensation arrangements in accordance with ASC 718, Compensation - Stock Compensation. Stock-based compensation expense is recognized for equity awards issued to employees and non-employee service providers in exchange for services.

During the period February 10, 2025 (inception) through September 30, 2025, the Company issued membership units to certain service providers in exchange for services rendered. The membership units are classified as equity-settled awards. Compensation cost is measured at the grant-date fair value of the membership units issued.

The fair value of the membership units was determined using a Black-Scholes model, which incorporated assumptions including enterprise value, discount rates, expected volatility, lack of marketability, and other relevant factors.

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For awards that were fully vested upon issuance, the Company recognized compensation expense immediately. For awards subject to service-based vesting conditions, the Company recognizes compensation expense on a straight-line basis over the requisite service period, which represents the period over which the related services are expected to be provided. The Company accounts for forfeitures as they occur.

Stock-based compensation expense related to the issuance of membership units was $3,541 the period February 10, 2025 (inception) through September 30, 2025 and is included in general and administrative expense in the accompanying statements of operations. The issuance of membership units for services resulted in an increase to members’ capital and did not involve the use of cash.

As of September 30, 2025, total unrecognized compensation cost related to unvested membership units was $15,489, which is expected to be recognized over a weighted-average period of 2.5 years.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Business Combination Agreement

On October 22, 2025, Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company, limited by shares (the “Purchaser” or “HVII”), Solis Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Purchaser (“Merger Sub”), and ONE Nuclear Energy LLC, entered into a business combination agreement (the “Business Combination Agreement”) that contemplates a $1.0 billion equity valuation of the Company and an all-stock combination transaction (See Note 9).

The Domestication

Subject to satisfaction or waiver of the closing conditions of the Business Combination Agreement (as described below), prior to the Closing on the Closing Date, the following events will occur in connection with the Purchaser changing its jurisdiction of organization from the Cayman Islands to Delaware:

(a) each then issued and outstanding Class B ordinary share of the Purchaser, par value $0.0001 per share (each a “Class B Ordinary Share”), will convert (the “Sponsor Share Conversion”) automatically, on a one-for-one basis, into one Class A ordinary share of the Purchaser, par value $0.0001 per share (each a “Class A Ordinary Share”);

(b) immediately after the Sponsor Share Conversion, the Purchaser will transfer by way of continuation and deregistration to and domesticate as a Delaware corporation (such continuation and domestication, the “Domestication”); and

(c) in connection with, and after giving effect to, the Domestication, (i) each then issued and outstanding Class A Ordinary Share will convert automatically, on a one-for-one basis, into one share of common stock of the Purchaser, par value $0.0001 per share (“Common Stock”), (ii) each then issued and outstanding right of the Purchaser will convert automatically into a right to acquire one-twelfth (1/12) of one share of Common Stock at Closing (each a “Domesticated Company Right”), and (iii) each then issued and outstanding membership unit of the Company will be cancelled and one share of Common Stock and one Domesticated Company Right will be issued in respect thereof.

Conversion of Securities

Pursuant to the terms of the Business Combination Agreement, the aggregate consideration to be paid to the existing equity holders of the Company (the “Company Members”) at Closing is $1.00 billion (the “Base Purchase Price”). The Base Purchase Price will be paid entirely in stock, comprised of newly issued shares of Common Stock, at a price per share equal to the amount at which Class A Ordinary Shares issued in the Purchaser’s initial public offering may be redeemed in connection with the Closing (the “Redemption Price”). In addition, the Company Members will be entitled to receive up to an aggregate of 13.0 million additional shares of Common Stock in contingent consideration, subject to the achievement of certain share price milestones, as described below under the section titled “Company Earnout.”

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At the effective time of the Merger (the “Effective Time”), each membership unit of the Company (each a “Company Unit”) that is issued and outstanding immediately prior to the Effective Time will be exchanged for such fraction of a newly issued share of Common Stock that is equal to the quotient of (a) the Base Purchase Price, divided by the (b) Company Fully Diluted Capital (as defined in the Business Combination Agreement), divided by (c) the Redemption Price (the shares of Common Stock issued in exchange for Company Units, collectively, the “Company Members Closing Consideration”).

Company Earnout

During the two-year period beginning on the first anniversary of the Closing Date and ending on the third anniversary of the Closing Date, the Purchaser will issue up to 13.0 million additional shares of Common Stock as contingent consideration (collectively, the “Earnout Shares”) to the Company Members, subject to the achievement of certain share price milestones as follows below:

(a) 4,333,334 Earnout Shares if the closing sale price of one share of Common Stock as reported on Nasdaq (or the exchange on which the shares of Common Stock are then listed) is greater than or equal to $12.50 per share for a period of at least twenty (20) days out of thirty (30) consecutive trading days ending on the trading day immediately prior to the date of determination;

(b) 4,333,333 Earnout Shares if the closing sale price of one share of Common Stock as reported on Nasdaq (or the exchange on which the shares of Common Stock are then listed) is greater than or equal to $15.00 per share for a period of at least twenty (20) days out of thirty (30) consecutive trading days ending on the trading day immediately prior to the date of determination; and;

(c) 4,333,333 Earnout Shares if the closing sale price of one share of Common Stock as reported on Nasdaq (or the exchange on which the shares of Common Stock are then listed) is greater than or equal to $17.50 per share for a period of at least twenty (20) days out of thirty (30) consecutive trading days ending on the trading day immediately prior to the date of determination.

NOTE 8 – SEGMENT REPORTING

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer in accordance with ASC 280-10-50-5, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets when evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

	For the period February 10, 2025 (inception) through September 30, 2025
Operating expenses
General and administrative	$	472,805
Loss from operations	$	(472,805	)

As the Company has not earned revenues yet, the key measures of segment profit or loss reviewed by the Company’s CODM are general and administrative expenses to monitor, manage and forecast cash to ensure enough capital is available for working capital needs. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

NOTE 9 – SUBSEQUENT EVENTS

Management evaluated subsequent events through December 23, 2025, the date the financial statements were available to be issued. Based upon review management identified the following subsequent events for disclosure:

Business Combination Agreement

On October 22, 2025, Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company, limited by shares (the “Purchaser” or “HVII”), Solis Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Purchaser (“Merger Sub”), and ONE Nuclear Energy LLC, entered into a business combination agreement (the “Business Combination Agreement”) that contemplates a $1.0 billion equity valuation of the Company and an all-stock combination transaction. (See Note 7).

Promissory Note, with personal guarantee

On December 19, 2025, the Company, entered into a Promissory Note (the “Promissory Note”) with HVII to borrow up to $300,000 in advances to cover operating expenses in preparation for the filing. On December 22, 2025, the full amount has been borrowed by the Company with a Maturity Date of the earliest event: (1) March 31, 2026, (2) amounts are declared due whether by acceleration or otherwise or (3) upon closing of the Business Combination.

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ANNEX A

Dated October 22, 2025

Business Combination Agreement
by and among

Hennessy Capital Investment Corp. VII

Solis Merger Sub LLC

and

ONE Nuclear Energy, LLC

Table of Contents

Article I THE TRANSACTIONS			4
	Section 1.01	The Domestication	4
	Section 1.02	The Merger	4
	Section 1.03	Further Assurances	5
Article II CONSIDERATION			5
	Section 2.01	Consideration for Company Securities	5
	Section 2.02	Conversion of Securities	5
	Section 2.03	Earnout	6
	Section 2.04	No Fractional Shares	8
	Section 2.05	Withholding	8
Article III CLOSING			8
	Section 3.01	Closing	8
	Section 3.02	Closing Documents	8
	Section 3.03	Payment of Expenses	9
Article IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY			9
	Section 4.01	Organization and Standing	9
	Section 4.02	Authorization; Binding Agreement	10
	Section 4.03	Capitalization	10
	Section 4.04	No Subsidiaries	11
	Section 4.05	No Conflict; Governmental Consents and Filings	11
	Section 4.06	Financial Statements	12
	Section 4.07	Undisclosed Liabilities	12
	Section 4.08	Absence of Certain Changes	13
	Section 4.09	Compliance with Laws	13
	Section 4.10	Government Contracts	13
	Section 4.11	Company Permits	13
	Section 4.12	Litigation	13
	Section 4.13	Material Contracts	14
	Section 4.14	Intellectual Property	17
	Section 4.15	Taxes and Returns	19
	Section 4.16	Real Property	21
	Section 4.17	Personal Property	22
	Section 4.18	Title to Assets	23
	Section 4.19	Employee Matters	23
	Section 4.20	Benefit Plans	24
	Section 4.21	Environmental Matters	26
	Section 4.22	Transactions with Related Persons	27
	Section 4.23	Insurance	28
	Section 4.24	Customers and Top Suppliers	28
	Section 4.25	Certain Business Practices	29
	Section 4.26	Investment Company Act	30

i

	Section 4.27	Finders and Brokers	30
	Section 4.28	Independent Investigation	30
	Section 4.29	Information Supplied	31
	Section 4.30	No Additional Representations or Warranties	31
Article V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND MERGER SUB			32
	Section 5.01	Organization and Standing	32
	Section 5.02	Authorization; Binding Agreement	32
	Section 5.03	Governmental Approvals	32
	Section 5.04	Non-Contravention	33
	Section 5.05	Capitalization	33
	Section 5.06	SEC Filings and Purchaser Financials	34
	Section 5.07	Absence of Certain Changes	36
	Section 5.08	Undisclosed Liabilities	36
	Section 5.09	Compliance with Laws	36
	Section 5.10	Legal Proceedings; Orders; Permits	36
	Section 5.11	Taxes and Returns	37
	Section 5.12	Properties	38
	Section 5.13	Investment Company Act	38
	Section 5.14	Trust Account	39
	Section 5.15	Finders and Brokers	39
	Section 5.16	Information Supplied	40
	Section 5.17	Independent Investigation
	Section 5.18	No Additional Representations or Warranties	40
Article VI COVENANTS			41
	Section 6.01	Access and Information; Cooperation	41
	Section 6.02	Conduct of Business of the Company	42
	Section 6.03	Conduct of Business of the Purchaser	46
	Section 6.04	Annual and Interim Financial Statements	49
	Section 6.05	Purchaser Public Filings	49
	Section 6.06	No Solicitation	49
	Section 6.07	No Trading	50
	Section 6.08	Notification of Certain Matters	51
	Section 6.09	Efforts	51
	Section 6.10	Trust Account	53
	Section 6.11	Certain Tax Matters	53
	Section 6.12	Further Assurances	55
	Section 6.13	The Preparation of Proxy Statement/Registration Statement; Shareholders’ Meeting and Approvals	56
	Section 6.14	Employee Matters	59
	Section 6.15	Public Announcements	59
	Section 6.16	Confidential Information	60
	Section 6.17	Documents and Information	62
	Section 6.18	Post-Closing Board of Directors and Executive Officers	62
	Section 6.19	Indemnification of Directors and Officers; Tail Insurance	63

ii

	Section 6.20	PIPE Investment	65
	Section 6.21	Redemption	65
	Section 6.22	Domestication	66
	Section 6.23	Adoption of Proxy Statement/Registration Statement	66
Article VII CLOSING CONDITIONS			66
	Section 7.01	Conditions to Each Party’s Obligations	66
	Section 7.02	Conditions to Obligations of the Company	67
	Section 7.03	Conditions to Obligations of the Purchaser and Merger Sub	68
	Section 7.04	Frustration of Conditions	69
Article VIII TERMINATION AND EXPENSES			70
	Section 8.01	Termination	70
	Section 8.02	Expense Reimbursement	71
	Section 8.03	Effect of Termination	72
Article IX MISCELLANEOUS			72
	Section 9.01	No Survival	72
	Section 9.02	Notices	72
	Section 9.03	Binding Effect; Assignment	73
	Section 9.04	Third Parties	73
	Section 9.05	Governing Law	73
	Section 9.06	Jurisdiction	74
	Section 9.07	WAIVER OF JURY TRIAL	74
	Section 9.08	Specific Performance	74
	Section 9.09	Severability	74
	Section 9.10	Amendment; Waiver	75
	Section 9.11	Entire Agreement	75
	Section 9.12	Interpretation	75
	Section 9.13	Counterparts; Electronic Signatures	76
	Section 9.14	Legal Representation	76
	Section 9.15	Waiver of Claims Against Trust	77
	Section 9.16	Company and Purchaser Disclosure Letters	77
Article X DEFINITIONS			78
	Section 10.01	Certain Definitions	78

iii

BUSINESS COMBINATION AGREEMENT

This Business Combination Agreement (this “Agreement”) is made and entered into as of October 22, 2025, by and among (i) Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to Closing) (the “Purchaser”), (ii) Solis Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Purchaser (“Merger Sub”) and (iii) ONE Nuclear Energy, LLC, a Delaware limited liability company (the “Company”). The Purchaser, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”

RECITALS:

WHEREAS, the Purchaser is a special purpose acquisition company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;

WHEREAS, Merger Sub is a newly incorporated Delaware limited liability company, wholly owned by the Purchaser, and was formed for the purpose of effectuating the Merger;

WHEREAS, (i) immediately prior to the Domestication, each then issued and outstanding Purchaser Class B Ordinary Share shall convert automatically, on a one-for-one basis, into one (1) Purchaser Class A Ordinary Share (the “Sponsor Share Conversion”) and (ii) immediately following the Sponsor Share Conversion, in connection with the Domestication, (x) each then issued and outstanding Purchaser Class A Ordinary Share shall convert automatically, on a one-for-one basis, into one (1) share of Domesticated Purchaser Common Stock; (y) each then issued and outstanding right of the Purchaser (each a “Cayman Purchaser Right”) shall convert automatically into a right to acquire one-twelfth (1/12) of one share of Domesticated Purchaser Common Stock upon consummation of a business combination (each a “Domesticated Purchaser Right”); and (z) each then issued and outstanding unit of the Purchaser (the “Cayman Purchaser Units”) shall be cancelled and will thereafter entitle the holder thereof to one share of Domesticated Purchaser Common Stock and one Domesticated Purchaser Right;

WHEREAS, prior to the Closing but after the Sponsor Share Conversion and subject to the satisfaction or waiver of the conditions of this Agreement (other than those conditions that by their nature are to be satisfied at the Closing), the Purchaser shall transfer by way of continuation and deregistration to and domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”), and Part 12, Section 206 of the Companies Act (As Revised) of the Cayman Islands (the “Cayman Companies Act,” and such continuation and domestication, the “Domestication”);

WHEREAS, in order to effectuate the Domestication, and subject to the satisfaction or waiver of the conditions of this Agreement (other than those conditions that by their nature are to be satisfied at the Closing), the Purchaser shall (a) file all applicable notices, declarations, affidavits, statements of assets and liabilities, applicable shareholder approvals, undertakings and other documents required to be filed, pay all applicable fees required to be paid, and cause the satisfaction of all other conditions to deregistration required to be satisfied, in each case, under Section 206 of the Cayman Companies Act and in accordance therewith, (b) obtain a certificate of de-registration from the Registrar of Companies in the Cayman Islands, (c) file a certificate of domestication and a certificate of incorporation in substantially the form attached hereto as Exhibit A (the “Purchaser Charter upon Domestication”) with the Secretary of State of Delaware and (d) adopt bylaws in substantially the form attached hereto as Exhibit B (the “Purchaser Bylaws upon Domestication”), and in each case with such changes to the forms attached hereto as Exhibits A and B as may be agreed in writing by the Purchaser and the Company;

WHEREAS, upon the terms and subject to the conditions of this Agreement, and in accordance with the Delaware Limited Liability Company Act (“DLLCA”) and the Cayman Companies Act, as applicable, the Parties intend to enter into a business combination transaction by which the Company and Merger Sub will file with the Delaware Secretary of State a certificate of merger substantially in the form attached hereto as Exhibit C (the “Certificate of Merger”) in accordance with the applicable provisions of the DLLCA and pursuant thereto Merger Sub will merge with and into the Company (the “Merger,” and together with the Domestication and the other transactions contemplated by this Agreement and the Ancillary Documents, the “Transactions”), with the Company being the surviving company of the Merger (the Company, in its capacity as the surviving company of the Merger, is sometimes referred to as the “Surviving Company”);

WHEREAS, as a condition and inducement to the Company’s willingness to enter into this Agreement, simultaneously with the execution and delivery of this Agreement, the Sponsor has executed and delivered to the Company a Sponsor Support Agreement, dated as of the date hereof (the “Sponsor Support Agreement”), pursuant to which the Sponsor has agreed to, among other things, vote to adopt and approve this Agreement and the other documents contemplated hereby (including the applicable Ancillary Documents) and the transactions contemplated hereby and thereby;

WHEREAS, as a condition and inducement to the Purchaser’s willingness to enter into this Agreement, simultaneously with the execution and delivery of this Agreement, certain Members of the Company have executed and delivered to the Purchaser a Member Support Agreement, dated as of the date hereof, pursuant to which such Members have agreed to, among other things, support the transactions contemplated by this Agreement and the Ancillary Documents and oppose any Acquisition Proposal or Alternative Transaction and vote to adopt and approve this Agreement and the other documents contemplated hereby (including the applicable Ancillary Documents) and the transactions contemplated hereby and thereby;

WHEREAS, from time to time following the date hereof and prior to the Closing, the Purchaser may enter into subscription, purchase or similar agreements with investors, pursuant to which, and on the terms and subject to the conditions of which, such investors will agree to participate in the PIPE Investment;

WHEREAS, in connection with the consummation of the Transactions, simultaneously with the Closing, the Sponsor, the Purchaser and the other parties thereto will enter into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”) in substantially the form attached hereto as Exhibit D, with such changes thereto as may be agreed in writing by the Purchaser and the Company;

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WHEREAS, in connection with the consummation of the Transactions, simultaneously with the Closing, (i) the Sponsor and the Company Equityholders will enter into a lock-up Agreement (the “Lock-Up Agreement”) in substantially the form attached hereto as Exhibit E, with such changes thereto as may be agreed in writing by the Purchaser and the Company;

WHEREAS, the Parties intend that, for U.S. federal, and applicable state and local, income tax purposes, (i) the Domestication shall be treated as a “reorganization” described in Section 368(a)(1)(F) of the Code and the Treasury Regulations promulgated thereunder, (ii) the Sponsor Share Conversion shall be treated as a “reorganization” described in Section 368(a)(1)(E) of the Code and the Treasury Regulations promulgated thereunder, and (iii) the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder (each an “Intended Tax Treatment,” and collectively, the “Intended Tax Treatments”), and that this Agreement be, and hereby is, adopted as a “plan of reorganization” for the purposes of Sections 354, 361 and 368 of the Code and Treasury Regulations Sections 1.368-2(g) and 1.368-3(a);

WHEREAS, the Directors of the Company have unanimously, pursuant to and in accordance with the Company LLC Agreement: (a) determined that it is in the best interests of the Company and the Members of the Company, and declared it advisable, for the Company to enter into this Agreement and the Ancillary Documents and consummate the Merger and the other Transactions; and (b) approved this Agreement, the Ancillary Documents and the Transactions on the terms and subject to the conditions of this Agreement;

WHEREAS, the board of directors of the Purchaser has unanimously: (a) determined that the Merger is in the best interests of the Purchaser and the Purchaser Shareholders as a whole, and declared it advisable for the Purchaser to enter into this Agreement and the Ancillary Documents providing for the Merger and the other Transactions; (b) approved this Agreement, the Ancillary Documents, to which it is a party, and the Transactions, to which it is a party, on the terms and subject to the conditions of this Agreement; and (c) adopted a resolution recommending the Merger and the other Transactions, to which it is a party, be approved by the Purchaser Shareholders;

WHEREAS, the Purchaser, as the sole member of Merger Sub, has approved and adopted this Agreement, the Ancillary Documents, the Merger and the other Transactions; and

WHEREAS, in furtherance of the Merger and in accordance with the terms hereof, the Purchaser shall provide an opportunity to the holders of its public shares to have their public shares redeemed on the terms and conditions set forth in this Agreement and the Purchaser’s Organizational Documents, which redemption shall occur prior to the Domestication (the “Redemption”).

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NOW, THEREFORE, in consideration of the premises set forth above, and the representations, warranties, covenants and agreements contained in this Agreement, and for other consideration, the receipt and sufficiency of which is acknowledged and agreed to by the Parties, and intending to be legally bound hereby, the Parties hereto agree as follows:

Article I
THE TRANSACTIONS

Section 1.01 The Domestication.

(a) Domestication. Upon the terms and subject to the satisfaction or waiver of the conditions of this Agreement (other than those conditions that by their nature are to be satisfied at Closing), and in accordance with the DGCL and the Companies Act, after the Redemption and prior to the Closing, the Purchaser shall, in accordance with applicable Law, any applicable rules and regulations of the SEC, Nasdaq and the Purchaser’s Organizational Documents, as applicable, cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a certificate of domestication with respect to the Domestication, in form and substance reasonably acceptable to the Purchaser and the Company, together with the Purchaser Charter upon Domestication, in each case, in accordance with the provisions thereof and applicable Law, (b) adopting the Purchaser Bylaws upon Domestication, (c) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (d) filing with the Cayman Registrar all applicable notices, declarations, affidavits, statements of assets and liabilities, shareholder approvals, undertakings and other documents required to be filed, pay all applicable fees required to be paid, and cause the satisfaction of all other conditions to deregistration required to be satisfied, in each case, under Part 12, Section 206 of the Cayman Companies Act and obtaining a certificate of de-registration from the Cayman Registrar.

(b) Effect on Purchaser Securities. (i) Immediately prior to the Domestication, pursuant to the Sponsor Support Agreement, each then issued and outstanding Purchaser Class B Ordinary Share shall convert automatically, on a one-for-one basis, into one (1) Purchaser Class A Ordinary Share and (ii) in connection with the Domestication, (x) each then issued and outstanding Purchaser Class A Ordinary Share shall convert automatically, on a one-for-one basis, into one (1) share of Domesticated Purchaser Common Stock; (y) each then issued and outstanding Cayman Purchaser Right shall convert automatically into one (1) Domesticated Purchaser Right; and (z) each then issued and outstanding Cayman Purchaser Units shall be cancelled and will thereafter entitle the holder thereof to one (1) share of Domesticated Purchaser Common Stock and one Domesticated Purchaser Right.

Section 1.02 The Merger.

(a) Effective Time. Upon the terms and subject to the satisfaction or waiver of the conditions of this Agreement (other than those conditions that by their nature are to be satisfied at Closing), on the Closing Date the Company and Merger Sub shall cause the Merger to be consummated by filing the Certificate of Merger with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company, Merger Sub and Purchaser and specified in the Certificate of Merger, being the “Effective Time”).

(b) Merger. At the Effective Time, upon the terms and subject to the satisfaction or waiver of the conditions of this Agreement (other than those conditions that by their nature are to be satisfied at Closing), Merger Sub and the Company shall consummate the Merger, pursuant to which Merger Sub shall be merged with and into the Company, following which the separate corporate existence of Merger Sub shall cease and the Company shall continue as the Surviving Company after the Merger and as a direct, wholly-owned subsidiary of the Purchaser. References to the Company for periods after the Effective Time shall include the Surviving Company.

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(c) Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub and the Company shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Company, which shall include the assumption by the Surviving Company of any and all agreements, covenants, duties and obligations of Merger Sub and the Company set forth in this Agreement to be performed after the Effective Time.

(d) Governing Documents. At the Effective Time, the operating agreement of the Surviving Company shall be that of Merger Sub.

(e) Managers and Officers of the Surviving Company. Immediately after the Effective Time, the initial board of managers and executive officers of the Surviving Company shall be that of the Company.

Section 1.03 Further Assurances. From time to time after the Closing Date, upon the reasonable written request of any Party, each Party shall execute, acknowledge and deliver such further instruments and documents, and take such additional reasonable action, to effect, consummate, confirm or evidence the Transactions and carry out the purpose of this Agreement.

Article II
CONSIDERATION

Section 2.01 Consideration for Company Securities. The aggregate consideration to be paid to holders of equity interests of the Company in, or in connection with, the Merger shall be the Aggregate Base Consideration plus, subject to the vesting and forfeiture conditions specified in Section 2.03, the Aggregate Earnout Consideration. The consideration to be paid in, or in connection with, the Merger in respect of each Company Unit immediately prior to the Effective Time shall be (i) a number of shares of Domesticated Purchaser Common Stock equal to the Exchange Ratio (the “Per Unit Base Consideration”) and (ii) the right to receive, subject to the vesting conditions specified in Section 2.03, a number of shares of Domesticated Purchaser Common Stock equal to the Earnout Exchange Ratio (the “Per Unit Earnout Consideration”).

Section 2.02 Conversion of Securities.

(a) Effect on Company Units. At the Effective Time, by virtue of the Merger and without any action on the part of the Purchaser, Merger Sub, the Company or any holder of securities of any of the foregoing:

(i) each Company Unit that is owned by the Purchaser, Merger Sub or the Company (in treasury or otherwise) immediately prior to the Effective Time (each, an “Excluded Unit”) shall be cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor; and

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(ii) each Company Unit that is issued and outstanding immediately prior to the Effective Time (other than Excluded Units) shall be cancelled and converted into the right to receive the Per Unit Base Consideration and the Per Unit Earnout Consideration; provided that the Per Unit Base Consideration and the Per Unit Earnout Consideration received in respect of a Company Unit subject to vesting or forfeiture provisions will continue to have, and be subject to, the same vesting and forfeiture provisions applicable to such Company Unit immediately prior to the Effective Time.

(b) Effect on Merger Sub Membership Interests. All of Merger Sub’s outstanding membership interests immediately prior to the Effective Time shall automatically be cancelled and converted into validly issued, fully paid and non-assessable membership interests of the Company, which membership interests shall constitute the only outstanding membership interests in the Surviving Company.

Section 2.03 Earnout.

(a)   Earnout Consideration. Following the Closing, within five (5) Business Days after the occurrence of a Triggering Event, the Purchaser shall issue or cause to be issued to the Eligible Stockholders (based on their respective Pro Rata Shares), the following shares of Domesticated Purchaser Common Stock (which shall be equitably adjusted for any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction with respect to shares of Domesticated Purchaser Common Stock occurring after the Closing, the “Aggregate Earnout Consideration”), upon the terms and subject to the conditions set forth in this Agreement and the Ancillary Documents:

(i) Upon the occurrence of Triggering Event I, a one-time issuance of 4,333,334 Earnout Shares;

(ii) Upon the occurrence of Triggering Event II, a one-time issuance of 4,333,333 Earnout Shares; and