Overview
- TickerONEN on Nasdaq1
- IndustryElectric Services1
- HeadquartersWest Palm Beach, Florida1
- Business address700 S. Rosemary Avenue, Suite 204, West Palm Beach, Fl 334013
- Filer category, Emerging growth company3
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Statement”), with the U.S. Securities and Exchange Commission (the “SEC”) on December 23, 2025.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
Every line of the income statement as filed: the last 1 fiscal year, latest first.5
| Period ending | 2025-12-31 |
|---|---|
| General and administrative costs | $3.7M |
| Loss from operations | -$3.7M |
| Interest earned on cash equivalents | $51.0K |
| Interest earned on cash held in Trust Account | $7.3M |
| Total other income | $7.3M |
| Net income (loss) | $3.7M |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 2 fiscal years (annual) or 2 quarters (quarterly), latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Cash | $984.2K | $20.0K |
| Note receivable | $300.0K | |
| Prepaid expenses | $18.0K | $20.8K |
| Short-term prepaid insurance | $24.1K | |
| Total current assets | $1.3M | $40.8K |
| Deferred offering costs | $952.4K | |
| Cash held in Trust Account | $197.0M | |
| Total Assets | $198.3M | $993.3K |
| Accounts payable and accrued expenses | $227.0K | $33.4K |
| Accrued offering costs | $100.0K | $456.1K |
| Total current liabilities | $327.0K | $566.2K |
| Deferred legal fees | $2.5M | $450.0K |
| Deferred underwriting fee payable | $7.6M | |
| Total Liabilities | $10.4M | $1.0M |
| Class A ordinary shares subject to possible redemption, 19,000,000 and 0 shares at redemption value of $10.37 and $0 per share at December 31, 2025 and 2024, respectively | $197.0M | |
| Additional paid-in capital | $24.3K | |
| Accumulated deficit | -$9.1M | -$48.0K |
| Total Shareholders Deficit | -$9.1M | -$23.0K |
| Total Liabilities and Shareholders Deficit | $198.3M | $993.3K |
| Preferred stock, par value | $0.00 | $0.00 |
| Preferred stock, shares authorized | 1.0M shares | 1.0M shares |
| Preferred stock, shares issued | 0 shares | 0 shares |
| Preferred stock, shares outstanding | 0 shares | 0 shares |
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Cash | $984.2K | $20.0K |
| Note receivable | $300.0K | |
| Prepaid expenses | $18.0K | $20.8K |
| Short-term prepaid insurance | $24.1K | |
| Total current assets | $1.3M | $40.8K |
| Deferred offering costs | $952.4K | |
| Cash held in Trust Account | $197.0M | |
| Total Assets | $198.3M | $993.3K |
| Accounts payable and accrued expenses | $227.0K | $33.4K |
| Accrued offering costs | $100.0K | $456.1K |
| Total current liabilities | $327.0K | $566.2K |
| Deferred legal fees | $2.5M | $450.0K |
| Deferred underwriting fee payable | $7.6M | |
| Total Liabilities | $10.4M | $1.0M |
| Class A ordinary shares subject to possible redemption, 19,000,000 and 0 shares at redemption value of $10.37 and $0 per share at December 31, 2025 and 2024, respectively | $197.0M | |
| Additional paid-in capital | $24.3K | |
| Accumulated deficit | -$9.1M | -$48.0K |
| Total Shareholders Deficit | -$9.1M | -$23.0K |
| Total Liabilities and Shareholders Deficit | $198.3M | $993.3K |
| Preferred stock, par value | $0.00 | $0.00 |
| Preferred stock, shares authorized | 1.0M shares | 1.0M shares |
| Preferred stock, shares issued | 0 shares | 0 shares |
| Preferred stock, shares outstanding | 0 shares | 0 shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 1 fiscal year (annual) or 1 quarters (quarterly), latest first.5
| Period ending | 2025-12-31 |
|---|---|
| Net income (loss) | $3.7M |
| Interest earned on marketable securities held in Trust Account | -$7.3M |
| Note receivable | -$300.0K |
| Prepaid expenses | $2.8K |
| Prepaid insurance | -$24.1K |
| Accounts payable and accrued expenses | $193.6K |
| Deferred legal fees | $1.9M |
| Net cash used in operating activities | -$1.9M |
| Investment of cash into Trust Account | -$190.0M |
| Cash withdrawn from Trust Account for working capital purposes | $334.7K |
| Net cash used in investing activities | -$189.7M |
| Proceeds from sale of Units, net of underwriting discounts paid | $186.2M |
| Proceeds from sale of Private Placement Units | $6.9M |
| Proceeds from promissory note - related party | $33.2K |
| Repayment of promissory note - related party | -$110.0K |
| Payment of deferred offering costs | -$510.4K |
| Net cash provided by financing activities | $192.5M |
| Net change in cash | $964.2K |
| Deferred offering costs included in deferred legal fees | $150.0K |
| Deferred underwriting fee payable | $7.6M |
| Forfeiture of founder shares | $38 |
| Period ending | 2024-12-31 |
|---|---|
| Net income (loss) | -$48.0K |
| Prepaid expenses | -$20.8K |
| Accounts payable and accrued expenses | $33.4K |
| Net cash used in operating activities | -$35.4K |
| Proceeds from issuance of founder shares | $25.0K |
| Proceeds from promissory note - related party | $76.8K |
| Payment of deferred offering costs | -$46.4K |
| Net cash provided by financing activities | $55.4K |
| Net change in cash | $20.0K |
| Deferred offering costs included in deferred legal fees | $450.0K |
| Deferred offering costs included in accrued offering costs | $456.1K |
Corporate structure
ONE Nuclear Energy Inc. sits at the top of its group. 1 entity on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of ONE Nuclear Energy Inc.
- NCCS Management, LLC Filed SCHEDULE 13D on ONE Nuclear Energy Inc., latest Sep 30, 2026
- GLAZER CAPITAL, LLC Filed SCHEDULE 13G on ONE Nuclear Energy Inc., latest Aug 13, 2026 (3 filings since May 15, 2025)
- W. R. Berkley Filed SCHEDULE 13G on ONE Nuclear Energy Inc., latest Aug 6, 2026
- Verbena Value LP Filed SCHEDULE 13G on ONE Nuclear Energy Inc., latest Jun 5, 2026
- Lighthouse Investment Partners, LLC Filed SCHEDULE 13G/A on ONE Nuclear Energy Inc., latest May 14, 2026 (2 filings since Feb 17, 2026)
- North Rock Capital Management, LLC Filed SCHEDULE 13G on ONE Nuclear Energy Inc., latest May 14, 2026
- Fort Baker Capital Management LP Filed SCHEDULE 13G/A on ONE Nuclear Energy Inc., latest Feb 17, 2026 (2 filings since Nov 14, 2025)
- HIGHBRIDGE CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G on ONE Nuclear Energy Inc., latest Feb 17, 2026
- AQR CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G/A on ONE Nuclear Energy Inc., latest Feb 12, 2026 (2 filings since May 13, 2025)
- Linden Capital L.P. Filed SCHEDULE 13G/A on ONE Nuclear Energy Inc., latest Feb 12, 2026 (2 filings since Jan 23, 2025)
- K2 PRINCIPAL FUND, L.P. Filed SCHEDULE 13G/A on ONE Nuclear Energy Inc., latest Feb 5, 2026 (2 filings since Jan 21, 2025)
- METEORA CAPITAL, LLC Filed SCHEDULE 13G/A on ONE Nuclear Energy Inc., latest Dec 5, 2025 (3 filings since Aug 14, 2025)
- ONE Nuclear Energy Inc. West Palm Beach, Florida
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What ONE Nuclear Energy Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $984.2K5 Dec 31, 2025 | $20.0K5 Dec 31, 2024 | +4820.0% |
| Marketable securities, non-current | $197.0M5 Dec 31, 2025 |
Properties, in its own words
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.
Item 2 of the 10-K filed Mar 6, 2026.4
Leadership
Who has led ONE Nuclear Energy Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
Chief operating officer
- Chief executive officerDaniel J. Hennessy Jan 16, 2025 to Jan 16, 20258
- Chief financial officerAnn T. Anthony Sep 25, 2026 to now9
- Chief financial officerNicholas Boris Geeza Jan 16, 2025 to Jan 16, 202510
- Chief operating officerKevin Francis Dowd Sep 25, 2026 to now11
- Chief operating officerThomas D. Hennessy Jan 16, 2025 to Jan 16, 202512
Board members and other officers (12)
- Chief Strategy OfficerRobert Carilli Sep 25, 2026 to now13
- Board memberElizabeth Suzanne Williams Sep 25, 2026 to now14
- Board memberKevin Francis Dowd Sep 25, 2026 to now11
- Board memberKyle Bradford Crowley Sep 25, 2026 to now15
- Board memberRobert Carilli Sep 25, 2026 to now13
- Board memberAnna Brunelle Jan 16, 2025 to Jan 16, 202516
- Board memberBrian Bonner Jan 16, 2025 to Jan 16, 202517
- Board memberDaniel J. Hennessy Jan 16, 2025 to now8
- Board memberGrant R. Allen Jan 16, 2025 to Jan 16, 202518
- Board memberJavier Saade Jan 16, 2025 to Jan 16, 202519
- Board memberPoonam Sharma Mathis Jan 16, 2025 to Jan 16, 202520
- Board memberThomas D. Hennessy Jan 16, 2025 to Jan 16, 202512
Former names
- Hennessy Capital Investment Corp. VIINov 8, 2024 to Sep 22, 20263
Timeline
- Sep 29, 20268-K Entered a material agreement; Completed an acquisition or sale; Unregistered sale of shares21
- Sep 23, 20268-K Regulation FD disclosure; Other events22
- Sep 22, 20268-K Entered a material agreement23
- Aug 24, 20268-K Shareholder vote; Other events24
- Aug 20, 20268-K Regulation FD disclosure25
- Aug 10, 20268-K Entered a material agreement26
- Aug 5, 20268-K Other events27
- Jun 2, 20268-K Entered a material agreement28
- Apr 3, 20268-K Entered a material agreement; Regulation FD disclosure29
- Oct 23, 20258-K Entered a material agreement; Regulation FD disclosure30
- Jan 30, 20258-K Other events31
- Jan 27, 20258-K Other events32
- Jan 16, 2025New chief executive Daniel J. Hennessy becomes CEO8
Filings
125 filings to the SEC since October 2021: 2 annual reports, 5 quarterly reports, 13 major events, 26 insider forms, 25 large holders, 54 other. The latest 20:
- Oct 5, 20263 EDGAR
- Oct 2, 20263 EDGAR
- Sep 30, 2026SCHEDULE 13D EDGAR
- Sep 29, 20268-K EDGAR
- Sep 25, 20263 EDGAR
- Sep 25, 20263 EDGAR
- Sep 25, 20263 EDGAR
- Sep 25, 20263 EDGAR
- Sep 25, 20263 EDGAR
- Sep 25, 20263 EDGAR
- Sep 23, 20264 EDGAR
- Sep 23, 20264 EDGAR
- Sep 23, 20264 EDGAR
- Sep 23, 20264 EDGAR
- Sep 23, 20264 EDGAR
- Sep 23, 20264 EDGAR
- Sep 23, 20264 EDGAR
- Sep 23, 20264 EDGAR
- Sep 23, 20264 EDGAR
- Sep 23, 20268-K EDGAR
The 125 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- NCCS Management, LLCSCHEDULE 13D, 1 filing Sep 30, 202633
- GLAZER CAPITAL, LLCSCHEDULE 13G, 3 filings May 15, 2025 to Aug 13, 202634
- W. R. BerkleySCHEDULE 13G, 1 filing Aug 6, 202635
- Verbena Value LPSCHEDULE 13G, 1 filing Jun 5, 202636
- Lighthouse Investment Partners, LLCSCHEDULE 13G/A, 2 filings Feb 17, 2026 to May 14, 202637
- North Rock Capital Management, LLCSCHEDULE 13G, 1 filing May 14, 202638
- Fort Baker Capital Management LPSCHEDULE 13G/A, 2 filings Nov 14, 2025 to Feb 17, 202639
- HIGHBRIDGE CAPITAL MANAGEMENT LLCSCHEDULE 13G, 1 filing Feb 17, 202640
- AQR CAPITAL MANAGEMENT LLCSCHEDULE 13G/A, 2 filings May 13, 2025 to Feb 12, 202641
- Linden Capital L.P.SCHEDULE 13G/A, 2 filings Jan 23, 2025 to Feb 12, 202642
- K2 PRINCIPAL FUND, L.P.SCHEDULE 13G/A, 2 filings Jan 21, 2025 to Feb 5, 202643
- METEORA CAPITAL, LLCSCHEDULE 13G/A, 3 filings Aug 14, 2025 to Dec 5, 202544
- HEALTHCARE OF ONTARIO PENSION PLAN TRUST FUNDSCHEDULE 13G/A, 2 filings May 14, 2025 to Aug 13, 202545
- HC VII Sponsor LLCSCHEDULE 13G, 1 filing May 15, 202546
- TENOR CAPITAL MANAGEMENT Co., L.P.SCHEDULE 13G, 1 filing Jan 24, 202547
SEC filer profile
How ONE Nuclear Energy Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARONE Nuclear Energy Inc.1
- CIK0001846416
- Employer ID (EIN)98-18136204
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
- Incorporated inCayman Islands4
- Fiscal year endsDecember 311
- Industry code (SIC)4911 Electric Services1
- SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
- Business address700 S. Rosemary Avenue, Suite 204, West Palm Beach, FL 334011
- Phone(307) 201-19031
- Shares outstanding19,690,000 Common Class A shares; 6,333,333 Common Class B shares as of Mar 5, 20264
- Public float$200.1M as of Jun 30, 20254
- AuditorWithumSmith+Brown, PC, New York, New York PCAOB ID 100; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceNov 8, 20241
- Filings125 in all: 425 (33), 3 (17), SCHEDULE 13G (15), 8-K (13), 4 (9), SCHEDULE 13G/A (9), 10-Q (5), CORRESP (4)1
All 21 form types
S-1/A (3), S-4/A (3), 10-K (2), EFFECT (2), UPLOAD (2), 25-NSE (1), 424B3 (1), 424B4 (1), 8-A12B (1), CERT (1), S-1 (1), S-4 (1), SCHEDULE 13D (1)
- Latest filingsAnnual report (10-K) Mar 6, 2026
Quarterly report (10-Q) Aug 12, 2026
Latest 8-K (8-K) Sep 29, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Class A ordinary shares, par value $0.0001 per share | HVII | The Nasdaq Stock Market LLC |
| Rights, each right entitling the holder to receive one-twelfth (1/12) of one Class A ordinary share | HVIIR | The Nasdaq Stock Market LLC |
| Units, each consisting of one Class A ordinary share and one right | HVIIU | The Nasdaq Stock Market LLC |
From the cover page of the 10-K filed Mar 6, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks ONE Nuclear Energy Inc. names in Item 1A of its 10-K filed Mar 6, 2026: 78 risks under these headings, as written.4
- Risks Relating to HVII’s Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks
- HVII’s public shareholders may not be afforded an opportunity to vote on HVII’s proposed initial business combination, and even if a vote is held, holders of HVII’s founder shares will participate in such vote, which means HVII may complete its initial business combination even though a majority of HVII’s public shareholders do not support such a combination.
- Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for HVII to negotiate and complete an initial business combination.
- If HVII seeks shareholder approval of its initial business combination, HVII’s initial shareholders have agreed to vote in favor of such initial business combination, regardless of how HVII’s public shareholders vote.
- Investors’ only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of their right to redeem their shares from HVII for cash, unless HVII seeks shareholder approval of the initial business combination.
- The ability of HVII’s public shareholders to redeem their shares for cash may make its financial condition unattractive to potential business combination targets, which may make it difficult for HVII to enter into a business combination with a target.
- The ability of HVII’s public shareholders to exercise redemption rights with respect to a large number of its shares could increase the probability that its initial business combination would be unsuccessful and that shareholders would have to wait for liquidation in order to redeem their ordinary shares.
- The ability of HVII’s public shareholders to exercise redemption rights with respect to a large number of its shares may not allow HVII to complete the most desirable business combination or optimize its capital structure.
- The requirement that HVII complete its initial business combination within the prescribed time frame may give potential target businesses leverage over HVII in negotiating an initial business combination and may decrease its ability to conduct due diligence on potential business combination targets as it approaches its dissolution deadline, which could undermine its ability to complete its initial business combination on terms that would produce value for its shareholders.
- 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 its public shares and liquidate, in which case its public shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, and its share rights will expire worthless.
- HVII may decide not to extend the term it has to consummate its initial business combination, in which case it would redeem its public shares, and the share rights will be worthless.
- The Sponsor and HVII’s directors, officers, advisors, and their affiliates may elect to purchase HVII’s units, Class A ordinary shares, or share rights from public shareholders, which may influence the vote on HVII’s initial business combination and reduce the public “float” of Class A ordinary shares.
The other 66 risks
- HVII’s initial business combination may be delayed or ultimately prohibited since an initial business combination may be subject to regulatory review and approval requirements, including pursuant to foreign investment regulations and review by governmental entities such as the Committee on Foreign Investment in the United States (“CFIUS”).
- Members of HVII’s management team and board of directors have significant experience as founders, board members, officers, executives, employees or service providers of other companies. Certain of those persons have been, are currently, or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise. This may have an adverse effect on HVII, which may impede HVII’s ability to consummate an initial business combination.
- If a shareholder fails to receive notice of HVII’s offer to redeem HVII’s public shares in connection with the initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
- If HVII does not consummate an initial business combination within 24 months from the closing of its initial public offering, HVII’s public shareholders may be forced to wait beyond such time before redemption from HVII’s trust account.
- Investors will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate their investment, therefore, shareholders may be forced to sell their public shares or share rights, potentially at a loss.
- Investors will not be entitled to protections normally afforded to investors of many other SPACs.
- Because of HVII’s limited resources and the significant competition for business combination opportunities, it may be more difficult for HVII to complete its initial business combination. If HVII is unable to complete its initial business combination, HVII’s public shareholders may receive only approximately $10.00 per share on HVII’s redemption of its public shares, or less than such amount in certain circumstances, and HVII’s share rights will expire worthless.
- If the net proceeds of HVII’s initial offering and the sale of the private placement units not being held in the trust account and the permitted withdrawals are insufficient to allow HVII to operate for at least the completion window, HVII may be unable to complete its initial business combination, in which case its public shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, and its share rights will expire worthless.
- Subsequent to the completion of HVII’s initial business combination, it may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the price of its ordinary shares, which could cause investors to lose some or all of their investment.
- 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 shareholders may be less than $10.00 per share.
- HVII’s directors may decide not to enforce the indemnification obligations of its sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to HVII’s public shareholders.
- HVII may not have sufficient funds to satisfy indemnification claims of its directors and executive officers.
- If, after HVII distributes the proceeds in the trust account to its 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.
- If, before distributing the proceeds in the trust account to HVII’s 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’s shareholders and the per-share amount that would otherwise be received by HVII’s shareholders in connection with its liquidation may be reduced.
- HVII’s shareholders may be held liable for claims by third parties against HVII to the extent of distributions received by them upon redemption of their shares.
- HVII may not hold an annual general meeting until after the consummation of its initial business combination, which could delay the opportunity for HVII’s shareholders to elect directors.
- After HVII’s initial business combination, it is possible that a majority of HVII’s directors and officers will live outside the United States and all of HVII’s assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights.
- HVII may seek business combination opportunities in industries or sectors which may or may not be outside of its management’s area of expertise.
- HVII may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent it from achieving its desired results.
- Although HVII has identified general criteria and guidelines that it believes are important in evaluating prospective target businesses, it may enter into its initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which HVII enters into its initial business combination may not have attributes entirely consistent with its general criteria and guidelines.
- HVII may seek business combination opportunities with a financially unstable business or an entity lacking an established record of revenue, cash flow or earnings, which could subject it to volatile revenues, cash flows or earnings or difficulty in retaining key personnel.
- HVII is not required to obtain a fairness opinion and consequently, shareholders may have no assurance from an independent source that the price HVII is paying for the business is fair to the company from a financial point of view.
- Transactions in connection with or in anticipation of HVII’s initial business combination and its structure thereafter may not be tax-efficient to its shareholders and share right holders. As a result of HVII’s business combination, its tax obligations may be more complex, burdensome and uncertain.
- Because HVII must furnish its shareholders with target business financial statements, it may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.
- Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for HVII to effectuate its initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.
- 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 its shareholders do not agree.
- In order to effectuate an initial business combination, SPACs have, in the recent past, amended various provisions of their charters and other governing instruments. HVII cannot assure investors that it will not seek to amend its amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for HVII to complete its initial business combination that its shareholders may not support.
- Certain agreements related to HVII’s initial public offering may be amended or waived without shareholder approval.
- HVII may be unable to obtain additional financing to complete its initial business combination or to fund the operations and growth of a target business, which could compel HVII to restructure or abandon a particular business combination.
- HVII’s initial shareholders may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that shareholders do not support.
- Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If HVII is unable to complete its initial business combination, its public shareholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of its trust account and its share rights will expire worthless.
- 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 a particular business combination is the most advantageous.
- HVII may have a limited ability to assess the management of a prospective target business and, as a result, may effect its initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of HVII’s shareholders’ investment in HVII.
- Since only holders of HVII’s Class B ordinary shares will have the right to vote on the appointment of directors, upon the listing of HVII’s shares on Nasdaq, Nasdaq considers HVII to be a “controlled company” within the meaning of Nasdaq rules and, as a result, HVII qualifies for exemptions from certain corporate governance requirements.
- HVII may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.
- A 1% U.S. federal excise tax on stock buybacks could be imposed on redemptions of HVII’s shares if it were to become a “covered corporation” in the future.
- If HVII effects its initial business combination with a company with operations or opportunities outside of the United States, it may face additional burdens in connection with investigating, agreeing to and completing such combination, and if HVII effects such initial business combination, it would be subject to a variety of additional risks that may negatively impact its operations.
- If HVII’s management following its initial business combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.
- HVII may issue notes or other debt securities, or otherwise incur substantial debt, to complete an initial business combination, which may adversely affect its leverage and financial condition and thus negatively impact the value of its shareholders’ investment.
- HVII may only be able to complete one business combination with the proceeds of its initial public offering and the sale of the private placement units, which will cause it to be solely dependent on a single business that may have a limited number of services and limited operating activities. This lack of diversification may negatively impact HVII’s operating results and profitability.
- HVII may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder its ability to complete its initial business combination and give rise to increased costs and risks that could negatively impact its operations and profitability.
- HVII may attempt to complete its initial business combination with a private company about which little information is available, which may result in an initial business combination with a company that is not as profitable as it suspected, if at all.
- After its initial business combination, substantially all of HVII’s assets may be located in a foreign country and substantially all of its revenue will be derived from its operations in such country. Accordingly, its results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which it operates.
- Exchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.
- HVII would be subject to a second level of U.S. federal income tax on a portion of HVII’s income if it is determined to be a personal holding company (a “PHC”) for U.S. federal income tax purposes.
- HVII’s search for an initial business combination, and any target business with which HVII may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict.
- Military or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for HVII to consummate an initial business combination.
- Recent increases in inflation in the United States and elsewhere could make it more difficult for HVII to complete its initial business combination.
- Risks Relating to HVII’s Sponsor and Management Team
- The nominal purchase price paid by HVII’s sponsor for the founder shares may result in significant dilution to the implied value of public shares upon the consummation of HVII’s initial business combination.
- The value of the founder shares following completion of HVII’s initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of HVII’s ordinary shares at such time is substantially less than $10.00 per share.
- HVII’s ability to successfully effect its initial business combination and to be successful thereafter will be totally dependent upon the efforts of HVII’s key personnel, some of whom may join HVII following its initial business combination. The loss of key personnel could negatively impact the operations and profitability of HVII’s post-combination business.
- HVII is dependent upon its executive officers and directors and their departure, or a reduction in the amount of time they can dedicate to HVII’s initial business combination, could adversely affect HVII’s ability to operate.
- Since HVII’s sponsor, officers and directors will lose their entire investment in HVII if its initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for HVII’s initial business combination.
- HVII’s officers and directors will allocate some of their time to other businesses, thereby causing conflicts of interest in their determination as to how much time to devote to HVII’s affairs. This conflict of interest could have a negative impact on HVII’s ability to complete its initial business combination.
- Certain of HVII’s officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by HVII and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.
- HVII’s officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with its interests.
- HVII may engage in an initial business combination with one or more target businesses that have relationships with entities that may be affiliated with members of its management team, its sponsor or existing holders, which may raise potential conflicts of interest.
- HVII’s management may not be able to maintain control of a target business after its initial business combination. HVII cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.
- Members of HVII’s management team and companies affiliated thereof have been, and may from time to time be, involved in legal proceedings or governmental investigations unrelated to HVII’s business.
- HVII may approve an amendment or waiver of the letter agreement that would allow its sponsor to directly, or members of its sponsor to indirectly, transfer founder shares and private placement shares or membership interests in its sponsor in a transaction in which the sponsor removes itself as HVII’s sponsor before identifying a business combination, which may deprive HVII of key personnel.
- Risks Relating to HVII’s Securities
- 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 seeks shareholder approval of its initial business combination and it does not conduct redemptions pursuant to the tender offer rules, and if a shareholder or a “group” of shareholders are deemed to hold in excess of 15% of HVII’s Class A ordinary shares, the shareholder will lose the ability to redeem all such shares in excess of 15% of HVII’s Class A ordinary shares.
- 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.
- The grant of registration rights to HVII’s initial shareholders may make it more difficult to complete its initial business combination, and the future exercise of such rights may adversely affect the market price of HVII’s Class A ordinary shares.
- HVII may issue additional ordinary shares or preference shares to complete its initial business combination or under an employee incentive plan after completion of its initial business combination. HVII may also issue Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of its initial business combination as a result of the anti-dilution provisions contained in its amended and restated memorandum and articles of association. Any such issuances would dilute the interest of HVII’s shareholders and likely present other risks.
- Holders of HVII’s founder shares will control the appointment of its board of directors until consummation of its initial business combination and will hold a substantial interest in HVII. As a result, they will appoint all of HVII’s directors prior to its initial business combination and may exert a substantial influence on actions requiring shareholder vote, potentially in a manner that investors do not support.
Legal proceedings
To the knowledge of HVII’s management, there is no litigation currently pending against HVII, any of its officers or directors in their capacity as such, or against any of its property.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 15SEC EDGARKyle Bradford Crowley, Board member
- 16SEC EDGARAnna Brunelle, Board member
- 17SEC EDGARBrian Bonner, Board member
- 18SEC EDGARGrant R. Allen, Board member
- 19SEC EDGARJavier Saade, Board member
- 20SEC EDGARPoonam Sharma Mathis, Board member
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- 23SEC EDGAREntered a material agreement
- 24SEC EDGARShareholder vote; Other events
- 25SEC EDGARRegulation FD disclosure
- 26SEC EDGAREntered a material agreement
- 27SEC EDGAROther events
- 28SEC EDGAREntered a material agreement
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- 31SEC EDGAROther events
- 32SEC EDGAROther events
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