Hennessy Capital Investment Corp. VII Files S-1/A Amendment

TL;DR

SPAC Hennessy Capital VII filed an S-1/A, moving closer to a deal. Watch for acquisition news.

AI Summary

Hennessy Capital Investment Corp. VII filed an S-1/A amendment on December 9, 2024, for its initial public offering. The company, a blank check company, is seeking to raise capital for a future business combination. The filing details its incorporation in the Cayman Islands and its principal executive offices located in Zephyr Cove, Nevada.

Why It Matters

This filing indicates Hennessy Capital Investment Corp. VII is moving forward with its plans to become a publicly traded entity, potentially leading to a future acquisition or merger that could impact investors.

Risk Assessment

Risk Level: medium — As a Special Purpose Acquisition Company (SPAC), its success is contingent on finding and completing a suitable business combination, which carries inherent risks.

Key Numbers

• 333-283087 — SEC File Number (Identifies this specific registration filing with the SEC.)
• 241535615 — Film Number (Internal SEC processing number for the filing.)

Key Players & Entities

• Hennessy Capital Investment Corp. VII (company) — Registrant
• December 9, 2024 (date) — Filing date
• Cayman Islands (location) — Jurisdiction of incorporation
• Zephyr Cove, Nevada (location) — Principal executive offices
• Daniel J. Hennessy (person) — Chairman and Chief Executive Officer
• Michael P. Heinz (person) — Counsel
• Jeffrey N. Smith (person) — Counsel
• Sidley Austin LLP (company) — Legal counsel

FAQ

Key Financial Figures

• $150,000,000 — MBER 9, 2024 PRELIMINARY PROSPECTUS $150,000,000 Hennessy Capital Investment Corp. VII
• $10.00 — ies. Each unit has an offering price of $10.00 and consists of one Class A ordinary sh
• $100,000 — (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses
• $0.20 — $ 9.40 $ 141,000,000 (1) Includes $0.20 per unit sold in the base offering, or
• $3,000,000 — per unit sold in the base offering, or $3,000,000 in the aggregate (or up to $3,450,000 i
• $3,450,000 — r $3,000,000 in the aggregate (or up to $3,450,000 if the over-allotment option is exercis
• $0.40 — g of this offering. Also includes up to $0.40 per unit sold in the base offering, or
• $6,000,000 million — per unit sold in the base offering, or $6,000,000 million in the aggregate (or up to $6,900,000 m
• $6,900,000 million — ,000 million in the aggregate (or up to $6,900,000 million if the over-allotment option is exercis
• $150.0 m — ent units described in this prospectus, $150.0 million, or $172.5 million if the underwr
• $172.5 million — in this prospectus, $150.0 million, or $172.5 million if the underwriters’ option to pu
• $25,000 — sed) for an aggregate purchase price of $25,000, or approximately $0.004 per share. In
• $0.004 — hase price of $25,000, or approximately $0.004 per share. In December 2024, our sponso
• $5,000,000 — ment unit for a total purchase price of $5,000,000 (or $5,225,000 if the underwriters&rsqu
• $5,225,000 — total purchase price of $5,000,000 (or $5,225,000 if the underwriters’ option to pu

Filing Documents

• forms-1a.htm (S-1/A) — 2165KB
• ex23-1.htm (EX-23.1) — 4KB
• forms-1_001.jpg (GRAPHIC) — 5KB
• forms-1_02.jpg (GRAPHIC) — 25KB
• forms-1_003.jpg (GRAPHIC) — 35KB
• forms-1_004.jpg (GRAPHIC) — 19KB
• forms-1_005.jpg (GRAPHIC) — 55KB
• forms-1_07.jpg (GRAPHIC) — 25KB
• forms-1_008.jpg (GRAPHIC) — 35KB
• forms-1_009.jpg (GRAPHIC) — 19KB
• forms-1_010.jpg (GRAPHIC) — 55KB
• forms-1_006.jpg (GRAPHIC) — 5KB
• 0001493152-24-049285.txt ( ) — 2555KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 42

USE OF PROCEEDS

USE OF PROCEEDS 89 DIVIDEND POLICY 93

DILUTION

DILUTION 94 CAPITALIZATION 96 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 97 PROPOSED BUSINESS 102 MANAGEMENT 138 PRINCIPAL SHAREHOLDERS 147 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 150

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 153 TAXATION 170

UNDERWRITING

UNDERWRITING 181 LEGAL MATTERS 192 EXPERTS 192 WHERE YOU CAN FIND ADDITIONAL INFORMATION 192 Index to Financial Statements F-1 Trademarks This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: “amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association to be in effect upon the completion of this offering; “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; “completion window” is the period following the completion of this offering at the end of which, if we have not completed our initial business combination, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (n

View Full Filing

View this S-1/A filing on SEC EDGAR