Hennessy Capital Investment Corp. VII Files 8-K

TL;DR

HVIIU filed an 8-K detailing material agreements, equity sales, and leadership changes.

AI Summary

Hennessy Capital Investment Corp. VII (HVIIU) announced on January 16, 2025, the entry into a material definitive agreement. The company also reported unregistered sales of equity securities and changes in its board of directors and officer appointments. Additionally, there were amendments to its articles of incorporation or bylaws and a change in its fiscal year.

Why It Matters

This filing indicates significant corporate actions, including potential business combinations or financing events, and changes in governance for Hennessy Capital Investment Corp. VII.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can indicate significant business developments or potential risks related to financing and governance.

Key Numbers

• 20250116 — Report Date (Date of the reported events)
• 20250121 — Filing Date (Date the 8-K was filed with the SEC)

Key Players & Entities

• Hennessy Capital Investment Corp. VII (company) — Filer of the 8-K report
• HVIIU (company) — Ticker symbol for Hennessy Capital Investment Corp. VII
• 0001846416 (company) — Central Index Key for Hennessy Capital Investment Corp. VII

FAQ

Key Financial Figures

• $0.0001 — LC Class A ordinary shares, par value $0.0001 per share HVII The Nasdaq Stock Mar
• $10.00 — t "). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
• $190.0 million — rating gross proceeds to the Company of $190.0 million. In connection with the IPO, the Comp
• $6.9 million — rating gross proceeds to the Company of $6.9 million. Of the 690,000 Private Placement Units
• $7.6 million — ting discounts and commissions of up to $7.6 million) was deposited into a segregated trust

Filing Documents

• form8-k.htm (8-K) — 85KB
• ex1-1.htm (EX-1.1) — 307KB
• ex3-1.htm (EX-3.1) — 474KB
• ex4-1.htm (EX-4.1) — 136KB
• ex10-1.htm (EX-10.1) — 61KB
• ex10-2.htm (EX-10.2) — 137KB
• ex10-3.htm (EX-10.3) — 151KB
• ex10-4.htm (EX-10.4) — 19KB
• ex10-5.htm (EX-10.5) — 60KB
• ex10-6.htm (EX-10.6) — 73KB
• ex10-7.htm (EX-10.7) — 115KB
• ex99-1.htm (EX-99.1) — 9KB
• ex99-2.htm (EX-99.2) — 12KB
• ex99-1_001.jpg (GRAPHIC) — 10KB
• ex99-2_001.jpg (GRAPHIC) — 6KB
• 0001493152-25-003039.txt ( ) — 2164KB
• hviiu-20250116.xsd (EX-101.SCH) — 4KB
• hviiu-20250116_def.xml (EX-101.DEF) — 27KB
• hviiu-20250116_lab.xml (EX-101.LAB) — 37KB
• hviiu-20250116_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 7KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 16, 2025 HENNESSY CAPITAL INVESTMENT CORP. VII (Exact Name of Registrant as Specified in its Charter) Cayman Islands 6770 98-1813620 (State or Other Jurisdiction of Incorporation) (Primary (IRS Employer Identification No.) 195 US Hwy 50 , Suite 309 Zephyr Cove , Nevada 89448 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (775) 339-1671 Not Applicable (Former Name or Former Address, if Changed Since Last 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 i

View Full Filing

View this 8-K filing on SEC EDGAR