Business Description

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 “Initial Business Combination”). The Company has one wholly-owned subsidiary that was formed on October 22, 2025, Solis Merger Sub LLC, a Delaware corporation (“Merger Sub”). As of December 31, 2025, the Company had not commenced any operations. All activity for the period from September 27, 2024 (inception) through December 31, 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 Initial Business Combination. The Company will not generate any operating revenues until after the completion of its Initial 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 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 (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 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 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 an Initial Business Combination (less deferred underwriting commissions). The Company’s 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 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 an Initial Business Combination.…