Hennessy Capital Investment Corp VII-A 2025年度报告

Form 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number: 001-42479 HENNESSY CAPITAL INVESTMENT CORP. VII (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer Accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ The aggregate market value of the registrant’s Class A ordinary shares outstanding, other than shares held by persons who may be deemedaffiliates of the registrant at June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, was$200,050,400. As of March 5, 2026 there were 19,690,000 shares of Class A ordinary shares, and 6,333,333 shares of Class B ordinary shares issued andoutstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS PAGEPART IItem 1Business1Item 1A.Risk Factors27Item 1B.Unresolved Staff Comments70Item 1CCybersecurity70Item 2.Properties71Item 3.Legal Proceedings71Item 4.Mine Safety Disclosures71 PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities71Item 6.[Reserved]72Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations73Item 7A.Quantitative and Qualitative Disclosures About Market Risk78Item 8.Financial Statements and Supplementary Data78Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure78Item 9A.Controls and Procedures78Item 9B.Other Information79Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections79PART IIIItem 10.Directors, Executive Officers and Corporate Governance79Item 11.Executive Compensation86Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters86Item 13.Certain Relationships and Related Transactions, and Director Independence88Item 14.Principal Accountant Fees and Services91PART IVItem 15.Exhibits and Financial Statement Schedules92Item 16.Form 10-K Summary93i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “Report”), including, without limitation, statements under the heading “Management’sDiscussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within