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

TL;DR

Hennessy Capital VII (HCVII) filed an S-1/A amendment on Jan 13, 2025. SPAC still looking for a deal.

AI Summary

Hennessy Capital Investment Corp. VII filed an S-1/A amendment on January 13, 2025, detailing its registration statement. The company, incorporated in the Cayman Islands, is a blank check company with its principal executive offices located at 195 US Hwy 50, Suite 309, Zephyr Cove, Nevada 89448. This filing is an amendment to its initial registration statement, indicating ongoing efforts to complete a business combination.

Why It Matters

This S-1/A filing provides updated information for investors regarding Hennessy Capital Investment Corp. VII's ongoing efforts to identify and complete a business combination, which is crucial for the company's future operations and shareholder value.

Risk Assessment

Risk Level: medium — As a Special Purpose Acquisition Company (SPAC), Hennessy Capital Investment Corp. VII faces inherent risks related to its ability to identify and successfully complete a business combination within its specified timeframe.

Key Numbers

• 333-283087 — SEC File Number (Identifies the specific registration filing with the SEC.)
• 25526922 — Film Number (Internal SEC processing number for the filing.)

Key Players & Entities

• Hennessy Capital Investment Corp. VII (company) — Registrant
• January 13, 2025 (date) — Filing Date
• Cayman Islands (jurisdiction) — Place of Incorporation
• 6770 (sic_code) — Standard Industrial Classification Code
• 98-1813620 (ein) — IRS Employer Identification Number
• 195 US Hwy 50, Suite 309 Zephyr Cove, Nevada 89448 (address) — 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

• $175,000,000 — ARY 13, 2025 PRELIMINARY PROSPECTUS $175,000,000 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 $ 164,500,000 (1) Includes $0.20 per unit sold in the base offering, or
• $3,500,000 — per unit sold in the base offering, or $3,500,000 in the aggregate (or up to $4,025,000 i
• $4,025,000 — r $3,500,000 in the aggregate (or up to $4,025,000 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
• $7,000,000 — per unit sold in the base offering, or $7,000,000 in the aggregate (or up to $8,050,000 i
• $8,050,000 — r $7,000,000 in the aggregate (or up to $8,050,000 if the over-allotment option is exercis
• $201,250,000 — ed in this prospectus, $175,000,000, or $201,250,000 if the underwriters’ option to pu
• $25,000 — sed) for an aggregate purchase price of $25,000, or approximately $0.004 per share. On
• $0.004 — hase price of $25,000, or approximately $0.004 per share. On January 10, 2025, the Com
• $6,750,000 — ment unit for a total purchase price of $6,750,000 (or $7,012,500 if the underwriters&rsqu
• $7,012,500 — total purchase price of $6,750,000 (or $7,012,500 if the underwriters’ option to pu
• $15,000 — we will pay an affiliate of our sponsor $15,000 per month for office space, utilities a

Filing Documents

• forms-1a.htm (S-1/A) — 2626KB
• ex1-1.htm (EX-1.1) — 300KB
• ex3-2.htm (EX-3.2) — 460KB
• ex4-1.htm (EX-4.1) — 34KB
• ex4-2.htm (EX-4.2) — 35KB
• ex4-4.htm (EX-4.4) — 149KB
• ex5-1.htm (EX-5.1) — 22KB
• ex5-2.htm (EX-5.2) — 76KB
• ex10-1.htm (EX-10.1) — 62KB
• ex10-2.htm (EX-10.2) — 27KB
• ex10-3.htm (EX-10.3) — 135KB
• ex10-4.htm (EX-10.4) — 161KB
• ex10-5.htm (EX-10.5) — 71KB
• ex10-6.htm (EX-10.6) — 59KB
• ex10-7.htm (EX-10.7) — 73KB
• ex10-8.htm (EX-10.8) — 118KB
• ex10-9.htm (EX-10.9) — 19KB
• ex14-1.htm (EX-14.1) — 83KB
• ex23-1.htm (EX-23.1) — 3KB
• ex99-1.htm (EX-99.1) — 4KB
• ex99-2.htm (EX-99.2) — 4KB
• ex99-3.htm (EX-99.3) — 4KB
• ex99-4.htm (EX-99.4) — 4KB
• ex99-5.htm (EX-99.5) — 4KB
• ex99-6.htm (EX-99.6) — 69KB
• ex99-7.htm (EX-99.7) — 46KB
• ex107.htm (EX-FILING FEES) — 18KB
• 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_006.jpg (GRAPHIC) — 5KB
• forms-1_07.jpg (GRAPHIC) — 25KB
• forms-1_008.jpg (GRAPHIC) — 35KB
• forms-1_009.jpg (GRAPHIC) — 19KB
• forms-1_010.jpg (GRAPHIC) — 55KB
• ex5-1_001.jpg (GRAPHIC) — 19KB
• ex5-2_001.jpg (GRAPHIC) — 9KB
• 0001493152-25-001958.txt ( ) — 5093KB

Underwriting

Underwriting discounts and commissions (1) $ 0.60 $ 10,500,000 Proceeds, before expenses, to us $ 9.40 $ 164,500,000 (1) Includes $0.20 per unit sold in the base offering, or $3,500,000 in the aggregate (or up to $4,025,000 if the over-allotment option is exercised in full), is payable upon the closing of this offering. Also includes up to $0.40 per unit sold in the base offering, or $7,000,000 in the aggregate (or up to $8,050,000 if the over-allotment option is exercised in full) payable to the underwriters in this offering, for deferred underwriting discounts and commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. The deferred underwriting discounts and commissions will be payable to the underwriters upon the closing of our initial business combination as follows, up to $0.40 per unit sold in this offering shall be paid to the underwriters in cash, based on the funds remaining in the trust account after giving effect to public shares that are redeemed in connection with an initial business combination. See also “Underwriting” for a description of underwriting compensation and other compensation payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement units described in this prospectus, $175,000,000, or $201,250,000 if the underwriters’ option to purchase additional units is exercised in full ($10.00 per unit in either case), will be deposited into a U.S.-based trust account 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 us as described above, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of our initial business combination; (2) the redemption of any public shares properly submitte

DILUTION

DILUTION 94 CAPITALIZATION 96 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 97 PROPOSED

BUSINESS

BUSINESS 102 MANAGEMENT 138 PRINCIPAL SHAREHOLDERS 147 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 150 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

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View this S-1/A filing on SEC EDGAR