Hennessy Capital Investment Corp. VII
For the period ended Dec 31, 2025. Filed Mar 6, 2026.
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FY2025 · Filed Mar 6, 2026
ONEN$1.55+6.9%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
Item 15. Exhibits, Financial Statement Schedules.
| (a) | The following documents are filed as part of this Report: |
| (1) | Financial Statements |
See Index to Financial Statements, which appears on page F-1 below. The financial statements listed in the accompanying Index to Financial Statements are filed herewith in response to this Item.
| (2) | Financial Statements Schedule |
None.
| (3) | Exhibits |
HVII hereby files as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.
EXHIBIT INDEX
| Exhibit No. | Description |
| 1.1 | Underwriting Agreement, dated January 16, 2025, by and between Hennessy Capital Investment Corp. VII and Cohen & Company Capital Markets, a Division of J.V.B. Financial Group, LLC, as representative of the underwriters (incorporated by reference to Exhibit 1.1 to Hennessy Capital Investment Corp. VII’s Form 8-K, filed with the SEC on January 21, 2025). |
| 2.1 | Business Combination Agreement, dated as of October 22, 2025, by and among Hennessy Capital Investment Corp. VII, Solis Merger Sub LLC, and ONE Nuclear Energy LLC (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K, filed with the SEC on October 23, 2025). |
| 3.1 | Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to Hennessy Capital Investment Corp. VII’s Registration Statement on Form S-1 (File No. 333-283087) filed with the SEC on January 15, 2025). |
| 3.2 | Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to Hennessy Capital Investment Corp. VII’s Form 8-K, filed with the SEC on January 21, 2025). |
| 4.1 | Share Rights Agreement, dated January 16, 2025, by and between Hennessy Capital Investment Corp. VII and Odyssey Transfer and Trust Company (incorporated by reference to Exhibit 4.1 to Hennessy Capital Investment Corp. VII’s Form 8-K, filed with the SEC on January 21, 2025). |
| 4.2 | Description of Securities (incorporated by reference to Exhibit 4.2 to Company’s Form 10-K filed with the SEC on March 31, 2025). |
| 10.1 | Letter Agreement, dated January 16, 2025, by and among Hennessy Capital Investment Corp. VII, its officers, its directors and HC VII Sponsor LLC (incorporated by reference to Exhibit 10.1 to Hennessy Capital Investment Corp. VII’s Form 8-K filed with the SEC on January 21, 2025). |
| 10.2 | Investment Management Trust Agreement, dated January 16, 2025, by and between Hennessy Capital Investment Corp. VII and Odyssey Transfer and Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to Hennessy Capital Investment Corp. VII’s Form 8-K, filed with the SEC on January 21, 2025). |
| 10.3 | Registration Rights Agreement, dated January 16, 2025, by and among Hennessy Capital Investment Corp. VII, HC VII Sponsor LLC, Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, Loop Capital Markets LLC, Clear Street LLC and certain other security holders (incorporated by reference to Exhibit 10.3 to Hennessy Capital Investment Corp. VII’s Form 8-K, filed with the SEC on January 21, 2025). |
| 10.4 | Administrative Support Agreement, dated January 16, 2025, by and between Hennessy Capital Investment Corp. VII and HC VII Sponsor LLC (incorporated by reference to Exhibit 10.4 to Hennessy Capital Investment Corp. VII’s Form 8-K, filed with the SEC on January 21, 2025). |
| 10.5 | Amended and Restated Founder Shares Subscription Agreement, by and between Hennessy Capital Investment Corp. VII and HC VII Sponsor LLC (incorporated by reference to Exhibit 10.5 to Hennessy Capital Investment Corp. VII’s Registration Statement on Form S-1 (File No. 333-283087) filed with the SEC on January 15, 2025). |
| 10.6 | Private Placement Units Purchase Agreement, dated January 16, 2025, by and between Hennessy Capital Investment Corp. VII and HC VII Sponsor LLC (incorporated by reference to Exhibit 10.5 to Hennessy Capital Investment Corp. VII’s Form 8-K, filed with the SEC on January 21, 2025). |
| 10.7 | Private Placement Units Purchase Agreement, dated January 16, 2025, by and among Hennessy Capital Investment Corp. VII, Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, Loop Capital Markets LLC and Clear Street LLC (incorporated by reference to Exhibit 10.6 to Hennessy Capital Investment Corp. VII’s Form 8-K, filed with the SEC on January 21, 2025). |
| 10.8 | Form of Indemnity Agreement, dated January 16, 2025, by and between Hennessy Capital Investment Corp. VII and each of the officers and directors of Hennessy Capital Investment Corp. VII (incorporated by reference to Exhibit 10.7 to Hennessy Capital Investment Corp. VII’s Form 8-K, filed with the SEC on January 21, 2025). |
| 10.9 | Amendment to the Administrative Support Agreement, dated as of August 27, 2025, by and between Hennessy Capital Investment Corp. VII and HC VII Sponsor LLC (incorporated by reference to Exhibit 10.4 to Hennessy Capital Investment Corp. VII’s Form 10-Q, filed with the SEC on November 14, 2025). |
| 10.10 | Promissory Note, dated December 19, 2025, issued to ONE Nuclear Energy LLC (incorporated by reference to Exhibit 10.5 to Hennessy Capital Investment Corp. VII’s Registration Statement on Form S-4 (File No. 333-292440), filed with the SEC on December 23, 2025). |
| 10.11 | Amendment to the Insider Letter Agreement, dated as of August 28, 2025, by and between Hennessy Capital Investment Corp. VII and HC VII Sponsor LLC (incorporated by reference to Exhibit 10.3 to Hennessy Capital Investment Corp. VII’s Form 10-Q, filed with the SEC on November 14, 2025). |
| 10.12 | Member Support Agreement, dated as of October 22, 2025, by and among Hennessy Capital Investment Corp. VII, ONE Nuclear Energy LLC and the other members of ONE Nuclear Energy LLC listed therein (incorporated by reference to Exhibit 10.1 to Hennessy Capital Investment Corp. VII’s Form 8-K, filed with the SEC on October 23, 2025). |
| 10.13 | Sponsor Support Agreement, dated as of October 22, 2025, by and among ONE Nuclear Energy LLC, Hennessy Capital Investment Corp. VII, HC VII Sponsor LLC and the other shareholders of Hennessy Capital Investment Corp. VII listed therein (incorporated by reference to Exhibit 10.2 to Hennessy Capital Investment Corp. VII’s Form 8-K, filed with the SEC on October 23, 2025). |
| 14.1 | Form of Code of Conduct and Ethics (incorporated by reference to Exhibit 14.1 to Hennessy Capital Investment Corp. VII’s Registration Statement on Form S-1 (File No. 333-283087) filed with the SEC on January 15, 2025). |
| 19.1 | Insider Trading Policy (incorporated by reference to Exhibit 19.1 to Company’s Form 10-K filed with the SEC on March 31, 2025). |
| 21.1 | Subsidiaries of Hennessy Capital Investment Corp. VII (incorporated by reference to Exhibit 21.1 to Hennessy Capital Investment Corp. VII’s Registration Statement on Form S-4 (File No. 333-292440), filed with the SEC on December 23, 2025). |
| 31.1* | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
| 31.2* | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
| 32.1** | Certification Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
| 32.2** | Certification Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
| 97.1 | Policy on Recoupment of Incentive Compensation, dated as of March 28, 2025 (incorporated by reference to Exhibit 97.1 to Company’s Form 10-K filed with the SEC on March 31, 2025). |
| 101.INS* | Inline XBRL Instance Document. |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema. |
| 101.CAL* | Inline XBRL Taxonomy Calculation Linkbase. |
| 101.LAB* | Inline XBRL Taxonomy Label Document. |
| 101.PRE* | Inline XBRL Definition Linkbase Document. |
| 101.DEF* | Inline XBRL Definition Linkbase Document. |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith |
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| ** | Furnished herewith |
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