Hennessy Capital Investment Corp. VII 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. Market Information HVII’s units, Class A ordinary shares and share rights are each traded on the Nasdaq Global Market under the symbols “HVIIU,” “HVII” and “HVIIR,” respectively. HVII’s units commenced public trading on January 17, 2025 and its Class A ordinary shares and share rights commenced separate public trading on February 6, 2025. Holders On March 5, 2026, there were five holders of record of HVII’s units, one holder of record of HVII’s Class A ordinary shares, eight holders of record of HVII’s Class B ordinary shares and one holder of record of HVII’s share rights. Securities Authorized for Issuance Under Equity Compensation Plans None. Dividends HVII has not paid any cash dividends on its ordinary shares to date and does not intend to pay cash dividends prior to the completion of its initial business combination. The payment of cash dividends in the future will be dependent upon HVII’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of HVII’s initial business combination. The payment of any cash dividends subsequent to HVII’s initial business combination will be within the discretion of its board of directors at such time and HVII will only pay such dividend out of its profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law. In addition, HVII’s board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if HVII incurs any indebtedness in connection with its initial business combination, HVII’s ability to declare dividends may be limited by restrictive covenants it may agree to in connection therewith. 71 Performance Graph The performance graph has been omitted as permitted under rules applicable to smaller reporting companies. Recent Sales of Unregistered Securities On October 8, 2024, HVII’s sponsor purchased an aggregate of 5,750,000 Class B ordinary for an aggregate purchase price of $25,000, or approximately $0.004 per share. On January 10, 2025, the Company issued to the sponsor an additional 958,333 founder shares for no additional consideration, resulting in the sponsor holding a total of 6,708,333 founder shares. The number of founder shares issued was determined based on the expectation that the founder shares would represent 25% of the outstanding ordinary shares upon completion of HVII’s initial public offering. In December 2024, HVII’s sponsor transferred 250,000 founder shares to Nicholas Geeza, HVII’s Executive Vice President, Chief Financial Officer and Secretary and an aggregate of 130,000 founder shares to its independent directors. In January 2025, HVII’s sponsor transferred 750,000 founder shares to Thomas D. Hennessy, HVII’s President and Chief Operating Officer. On January 21, 2025, HVII consummated the initial public offering of 19,000,000 units, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 1,500,000 units, at $10.00 per unit, generating gross proceeds of $190,000,000. Each unit consists of one Class A ordinary share and one right to receive one-twelfth (1/12) of one Class A ordinary share upon the consummation of an initial business combination. Simultaneously with the closing of HVII’s initial public offering, HVII consummated the private placement and sale of an aggregate of 690,000 private placement units at a price of $10.00 per private placement unit, generating gross proceeds to HVII of $6,900,000. Of the 690,000 private placement units, 500,000 private placement units were purchased by HVII’s sponsor and 190,000 private placement units were purchased by the underwriters. The private placement units are identical to the units sold in HVII’s initial public offering, 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 filed in connection with HVII’s initial public offering, until 30 days after the completion of the HVII’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). 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. The underwriters of HVII’s initial public offering were entitled to a cash underwriting discount of $0.20 per unit, or $3,800,000 in the aggregate, which were paid to the underwriters in cash at the closing of the initial public offering. Additionally, the underwriters are entitled to a deferred underwriting discount of up to $0.40 per unit, or up to $7,600,000 in the aggregate (subject to reduction based on the funds remaining in the trust account after giving effect to the public shares that are redeemed in connection with an initial business combination), payable to the underwriters for deferred underwriting commissions on amounts remaining in the trust account after all redemptions by public shareholders have been met. The deferred underwriting discount will become payable to the underwriters from the amounts held in the trust account solely in the event HVII completes its initial business combination. For a description of the use of the proceeds generated in HVII’s initial public offering, please see the section of this Report entitled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations. ” Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 6. [Reserved.] 72