UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ofDate ~~the~~of ~~Securities~~Report ~~Exchange~~(Date ~~Act~~ of ~~1934~~earliest event reported): January 21, 2025

~~Date~~Hennessy ofCapital ~~Report~~Investment ~~(Date~~Corp. ~~of Earliest Event Reported): January 16, 2025~~VII

~~HENNESSY~~(Exact ~~CAPITAL~~name ~~INVESTMENT~~of ~~CORP.~~registrant ~~VII~~as specified in its charter)

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands

001-42479

98-1813620

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

Cayman Islands		6770		98-1813620
(State or Other Jurisdiction of Incorporation)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification No.)

195 US Hwy 50, Suite 309

195 US Hwy 50, Suite 309 Zephyr Cove, Nevada		89448
(Address of Principal Executive Offices)		(Zip Code)

Zephyr Cove, Nevada 89448
(Address of principal executive offices, including zip code)

Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code: (775) 339-1671

Not Applicable

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one right	HVIIU	The Nasdaq Stock Market LLC
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 upon the consummation of an initial business combination	HVIIR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On January 21, 2025, Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company (the “Company”), consummated its initial public offering (the “IPO”) of 19.0 million units (the “Units”), which included 1.5 million Units sold pursuant to the partial exercise of the Underwriters’ (as defined below) over-allotment option. Each Unit consists of one Class A ordinary share (“Class A ordinary share”) and one right to receive one-twelfth (1/12) of one Class A ordinary share upon the consummation of the Company’s initial business combination (“Share Right”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $190.0 million.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-283087) related to the IPO (the “Registration Statement”), which was declared effective by the staff of the U.S. Securities and Exchange Commission on January 16, 2025:

● An Underwriting Agreement, dated January 16, 2025, between the Company and Cohen & Company Capital Markets, a Division of J.V.B Financial Group, LLC (“Cohen”), as representative of the several underwriters named in Schedule A thereto (together with Cohen, the “Underwriters”), a copy of which is attached as Exhibit 1.1 hereto and incorporated by reference herein; ● A Share Rights Agreement, dated January 16, 2025, between Odyssey Transfer and Trust Company (“Odyssey”), a Minnesota corporation, as Share Rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated by reference herein; ● A Letter Agreement, dated January 16, 2025 (the “Letter Agreement”), by and among the Company, its officers, its directors and the Company’s sponsor, HC VII Sponsor LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference herein; ● An Investment Management Trust Agreement, dated January 16, 2025, by and between the Company and Odyssey, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated by reference herein; ● A Registration Rights Agreement, dated January 16, 2025 (the “Registration Rights Agreement”), by and among the Company, the Sponsor, the Underwriters and certain other securityholders of the Company, a copy of which is attached as Exhibit 10.3 hereto and incorporated by reference herein; ● An Administrative Support Agreement, dated January 16, 2025, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated by reference herein; ● A Private Placement Units Purchase Agreement, dated January 16, 2025 (the “Sponsor Private Placement Units Purchase Agreement”), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated by reference herein; ● A Private Placement Units Purchase Agreement, dated January 16, 2025 (the “Underwriters Private Placement Units Purchase Agreement”), by and among the Company and the Underwriters, a copy of which is attached as Exhibit 10.6 hereto and incorporated by reference herein; and ● Indemnity Agreements, by and between the Company and each of the officers and directors of the Company, the form of which is attached as Exhibit 10.7 hereto and incorporated by reference herein.

The foregoing description is qualified in its entirely by reference to full text of the applicable agreement, each of which is incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO on January 21, 2025, the Company completed the private placement and 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 to the Company of $6.9 million. Of the 690,000 Private Placement Units, 500,000 Private Placement Units were purchased by the Sponsor pursuant to the Sponsor Private Placement Units Purchase Agreement and 190,000 Private Placement Units were purchased by the Underwriters pursuant to the Underwriters Private Placement Units Purchase Agreement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The Private Placement Units are identical to the Units sold in the IPO, 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 set forth in the Letter Agreement and as described in the Registration Statement, until 30 days after the completion of the Company’s 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).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective January 16, 2025, in connection with the IPO, Grant R. Allen, Brian Bonner, Anna Brunelle, Javier Saade and Poonam Sharma (collectively with Daniel J. Hennessy and Thomas D. Hennessy, the “Directors”) were appointed to the board of directors of the Company (the “Board”). Effective January 16, 2025, each of Brian Bonner, Anna Brunelle and Poonam Sharma was also appointed to the Board’s Audit Committee, with Poonam Sharma serving as chair of the Audit Committee, and each of Grant R. Allen, Brian Bonner and Javier Saade was also appointed to the Board’s Compensation Committee, with Grant R. Allen serving as chair of the Compensation Committee.

On January 16, 2025, each Director and executive officer of the Company entered into the Letter Agreement, the Registration Rights Agreement and an Indemnity Agreement with the Company. The Indemnity Agreements require the Company to indemnify each Director and executive officer of the Company to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing descriptions of the Letter Agreement, the Registration Rights Agreement and form of Indemnity Agreement do not purport to be complete and are qualified in their entirety by reference to the Letter Agreement, the Registration Rights Agreement and form of Indemnity Agreement, copies of which are attached as Exhibits 10.1, 10.3 and 10.7, respectively, and are incorporated by reference herein.

In December 2024, the Sponsor transferred 25,000 of the Company’s Class B ordinary shares to each of Messrs. Allen, Bonner and Saade and Ms. Brunelle and 30,000 of the Company’s Class B ordinary shares to Ms. Sharma. The Company will reimburse the Directors for reasonable out-of-pocket expenses incurred in connection with fulfilling their roles as Directors.

Other than the foregoing, none of the Directors is a party to any arrangement or understanding with any person pursuant to which he or she was appointed as a director, nor is any Director party to any transaction required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On January 16, 2025, in connection with the IPO, the Company filed its Amended and Restated Memorandum and Articles of Association with the Registrar of Companies in the Cayman Islands, which became effective the same day. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated by reference herein. A copy of the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated by reference herein.

Item 8.01. Other Events.

AAs ~~total~~previously ofdisclosed, ~~$190.0~~on ~~million~~January of21, ~~the~~2025, ~~net~~Hennessy ~~proceeds~~Capital ~~from~~Investment ~~the~~Corp. ~~IPO~~VII, ~~and~~a ~~the~~Cayman ~~sale~~Islands ofexempted ~~the~~company ~~Private Placement Units~~ (~~which amount includes~~ the ~~Underwriters’~~“Company”), ~~deferred~~consummated ~~underwriting~~its ~~discounts~~initial ~~and~~public ~~commissions~~offering of(the up“IPO”) toof $719.60 million) ~~was~~units ~~deposited into a segregated trust account located in the United States, with Odyssey acting as trustee~~ (the “~~Trust Account~~Units”)., ~~Except with respect to interest earned on the funds~~which ~~held~~included in1.5 ~~the~~million ~~Trust~~Units ~~Account~~sold ~~that~~pursuant ~~may be released~~ to the ~~Company~~partial toexercise ~~pay~~of ~~its~~the ~~taxes~~Underwriters’ (~~other~~as ~~than~~defined ~~excise taxes, if any~~below) ~~and~~over-allotment ~~to fund its working capital requirements, subject to an annual limit of 5~~option.~~0% of the interest earned, the funds held in the Trust Account will not be released~~ ~~from~~Each ~~the~~Unit ~~Trust~~consists ~~Account until the earliest~~ of: ~~(1)~~one ~~the~~Class ~~completion~~A ofordinary ~~the~~share ~~Company’s initial business combination;~~ (~~2) the redemption of any~~ “Class A ordinary ~~shares sold as part of the Units in the IPO (the “public shares~~share”) ~~properly~~and ~~submitted~~one inright ~~connection with a shareholder vote~~ to ~~amend~~receive ~~the~~one-twelfth ~~Amended and Restated Memorandum and Articles of Association~~ (i1/12) ~~to modify the substance or timing~~ of ~~the~~one ~~Company’s~~Class ~~obligation~~A toordinary ~~provide~~share ~~for~~upon the ~~redemption~~consummation of the Company’s ~~public shares in connection with the Company’s~~ initial business combination. orThe toUnits ~~redeem~~were ~~100%~~sold ofat ~~the~~a ~~public shares if the Company has not consummated an initial business combination~~price ~~within 24 months from the closing~~ of ~~the~~$10.00 ~~IPO~~per ~~(the~~Unit, ~~“Completion~~generating ~~Window”)~~gross orproceeds ~~(ii) with respect~~ to ~~any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3)~~ the ~~redemption~~Company of ~~all~~$190.0 ~~of the public shares if the Company is unable to complete an initial business combination within the Completion Window, subject to applicable law~~million.

OnSimultaneously with the closing of the IPO on January 1621, 2025, the Company ~~issued~~completed the private placement and sale of an aggregate of 690,000 private placement units (the “Private Placement Units”) at a ~~press~~price ~~release~~of ~~announcing~~$10.00 per Private Placement Unit, generating gross proceeds to the ~~pricing~~Company of $6.9 million. Of the ~~IPO~~690,000 aPrivate ~~copy~~Placement Units, 500,000 Private Placement Units were purchased by HC VII Sponsor LLC, the Company’s sponsor, and an aggregate of ~~which~~190,000 isPrivate ~~attached~~Placement asUnits ~~Exhibit~~were 99purchased by the underwriters of the IPO (collectively, the “Underwriters”): Cohen & Company Capital Markets, a division of J.1V.B toFinancial ~~this~~Group, ~~Current~~LLC ~~Report~~(133,000); onClear ~~Form~~Street ~~8-K~~LLC (28,500); and Loop Capital Markets LLC (28,500).

OnA ~~January~~total ~~21,~~of ~~2025~~$190.0 million of the net proceeds from the IPO and the sale of the Private Placement Units (which amount includes the Underwriters’ deferred underwriting discounts and commissions of up to $7.6 million) was deposited into a segregated trust account (the “Trust Account”) located in the United States, with Odyssey Transfer and Trust Company acting as trustee. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company ~~issued~~to apay ~~press~~its ~~release~~taxes ~~announcing~~(other than excise taxes, if any) and to fund its working capital requirements, subject to an annual limit of 5.0% of the ~~closing~~interest earned, and up to $100,000 of interest to pay dissolution expenses, the funds held in the Trust Account will not be released from the Trust Account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any Class A ordinary shares sold as part of the Units in the IPO, (the “public shares”) properly submitted in connection with a ~~copy~~shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of ~~which~~Association is(i) ~~attached~~to asmodify ~~Exhibit~~the ~~99.2~~substance or timing of the Company’s obligation to ~~this~~provide ~~Current~~for ~~Report~~the onredemption ~~Form~~of 8the Company’s public shares in connection with the Company’s initial business combination or to redeem 100% of the public shares if the Company has not consummated an initial business combination within 24 months from the closing of the IPO (the “Completion Window”) or (ii) with respect to any other provision relating to shareholders’ rights or pre-Kinitial business combination activity; and (3) the redemption of all of the public shares if the Company is unable to complete an initial business combination within the Completion Window, subject to applicable law.

~~Item~~An ~~9.01~~audited ~~Financial~~balance ~~Statements~~sheet as of January 21, 2025 reflecting receipt of the proceeds upon consummation of the IPO and ~~Exhibits~~the sale of the Private Placement Units has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

~~Exhibit No.~~	Exhibit No.	~~Description~~	Description
1.1		Underwriting Agreement, dated January 16, 2025, between the Company and Cohen & Company Capital Markets, a Division of J.V.B Financial Group, LLC, as representative of the Underwriters.
	99.1		Audited Balance Sheet as of January 21, 2025.
3.1		Amended and Restated Memorandum and Articles of Association of the Company.
	104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
4.1		Share Rights Agreement, dated January 16, 2025, between Odyssey Transfer and Trust Company and the Company.
10.1		Letter Agreement, dated January 16, 2025, by and among the Company, its officers, its directors and the Sponsor.
10.2		Investment Management Trust Agreement, dated January 16, 2025, by and between the Company and Odyssey, as trustee.
10.3		Registration Rights Agreement, dated January 16, 2025, by and among the Company, the Sponsor, the Underwriters and certain other securityholders of the Company.
10.4		Administrative Support Agreement, dated January 16, 2025, by and between the Company and the Sponsor.
10.5		Private Placement Units Purchase Agreement, dated January 16, 2025, by and between the Company and the Sponsor.
10.6		Private Placement Units Purchase Agreement, dated January 16, 2025, by and among the Company and the Underwriters.
10.7		Form of Indemnity Agreement, by and between the Company and each of the officers and directors of the Company.
99.1		Press Release, dated January 16, 2025.
99.2		Press Release, dated January 21, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 21, 2025

	Hennessy Capital Investment Corp. VII

	By:	/s/ Nicholas Geeza
	Name:	Nicholas Geeza
	Title:	Chief Financial Officer

Dated: January 27, 2025

Filing Compare · Hennessy Capital Investment Corp. VII