Filing Details
- Accession Number:
- 0000905148-25-001788
- Form Type:
- 13G Filing
- Publication Date:
- 2025-05-14 20:00:00
- Filed By:
- HC VII Sponsor LLC
- Company:
- Hennessy Capital Investment Corp. Vii
- Filing Date:
- 2025-05-15
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Beneficially Owned Number of Shares | Beneficially Owned Number of Aggregate Shares | Percent of Class |
|---|---|---|---|
| HC VII Sponsor LLC | 0 | 5,703,333 | 22.9% |
| Hennessy Capital Group LLC | 0 | 5,703,333 | 22.9% |
| HENNESSY DANIEL J | 0 | 5,703,333 | 22.9% |
| Hennessy Thomas D | 0 | 6,453,333 | 25.2% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Hennessy Capital Investment Corp. VII (Name of Issuer) |
Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
G4405D107 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | G4405D107 |
| 1 | Names of Reporting Persons
HC VII Sponsor LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,703,333.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
22.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The aggregate amount beneficially owned by HC VII Sponsor LLC consists of (i) 500,000 Class A Ordinary Shares held directly by HC VII Sponsor LLC and (ii) 5,203,333 Class A Ordinary Shares HC VII Sponsor LLC has the right to acquire upon conversion of 5,203,333 Class B Ordinary Shares. This amount excludes 41,667 Class A Ordinary Shares that may be acquired by HC VII Sponsor LLC upon the conversion of 500,000 rights (included in the private placement units held by HC VII Sponsor LLC) (the "Rights") upon consummation of the Issuer's initial business combination, because HC VII Sponsor LLC does not have the right to acquire beneficial ownership of such Class A Ordinary Shares within sixty days.
(2) The percentage of the Class A Ordinary Shares reported beneficially owned by HC VII Sponsor LLC is based on (i) 19,690,000 Class A Ordinary Shares outstanding as of March 28, 2025, as reported in the Issuer's annual report on Form 10-K filed with the Securities and Exchange Commission (the "Commission") on March 31, 2025, and (ii) 5,203,333 Class A Ordinary Shares HC VII Sponsor LLC has the right to acquire upon conversion of 5,203,333 Class B Ordinary Shares, which shares have been added to the total Class A Ordinary Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
SCHEDULE 13G
|
| CUSIP No. | G4405D107 |
| 1 | Names of Reporting Persons
Hennessy Capital Group LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,703,333.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
22.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The aggregate amount beneficially owned by Hennessy Capital Group LLC consists of (i) 500,000 Class A Ordinary Shares held directly by HC VII Sponsor LLC and (ii) 5,203,333 Class A Ordinary Shares HC VII Sponsor LLC has the right to acquire upon conversion of 5,203,333 Class B Ordinary Shares. This amount excludes 41,667 Class A Ordinary Shares that may be acquired by HC VII Sponsor LLC upon the conversion of 500,000 Rights upon consummation of the Issuer's initial business combination, because HC VII Sponsor LLC does not have the right to acquire beneficial ownership of such Class A Ordinary Shares within sixty days.
(2) The percentage of the Class A Ordinary Shares reported beneficially owned by Hennessy Capital Group LLC is based on (i) 19,690,000 Class A Ordinary Shares outstanding as of March 28, 2025, as reported in the Issuer's annual report on Form 10-K filed with the Commission on March 31, 2025, and (ii) 5,203,333 Class A Ordinary Shares HC VII Sponsor LLC has the right to acquire upon conversion of 5,203,333 Class B Ordinary Shares, which shares have been added to the total Class A Ordinary Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
SCHEDULE 13G
|
| CUSIP No. | G4405D107 |
| 1 | Names of Reporting Persons
HENNESSY DANIEL J | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,703,333.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
22.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The aggregate amount beneficially owned by Daniel J. Hennessy consists of (i) 500,000 Class A Ordinary Shares held directly by HC VII Sponsor LLC and (ii) 5,203,333 Class A Ordinary Shares HC VII Sponsor LLC has the right to acquire upon conversion of 5,203,333 Class B Ordinary Shares. This amount excludes 41,667 Class A Ordinary Shares that may be acquired by HC VII Sponsor LLC upon the conversion of 500,000 Rights upon consummation of the Issuer's initial business combination, because HC VII Sponsor LLC does not have the right to acquire beneficial ownership of such Class A Ordinary Shares within sixty days.
(2) The percentage of the Class A Ordinary Shares reported beneficially owned by Daniel J. Hennessy is based on (i) 19,690,000 Class A Ordinary Shares outstanding as of March 28, 2025, as reported in the Issuer's annual report on Form 10-K filed with the Commission on March 31, 2025, and (ii) 5,203,333 Class A Ordinary Shares HC VII Sponsor LLC has the right to acquire upon conversion of 5,203,333 Class B Ordinary Shares, which shares have been added to the total Class A Ordinary Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
SCHEDULE 13G
|
| CUSIP No. | G4405D107 |
| 1 | Names of Reporting Persons
Hennessy Thomas D | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,453,333.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
25.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The sole voting power and sole dispositive power beneficially owned by Thomas D. Hennessy consists of 750,000 Class A Ordinary Shares Thomas D. Hennessy has the right to acquire upon conversion of 750,000 Class B Ordinary Shares.
(2) The aggregate amount beneficially owned by Thomas D. Hennessy consists of (i) 500,000 Class A Ordinary Shares held directly by HC VII Sponsor LLC, (ii) 5,203,333 Class A Ordinary Shares HC VII Sponsor LLC has the right to acquire upon conversion of 5,203,333 Class B Ordinary Shares, and (iii) 750,000 Class A Ordinary Shares Thomas D. Hennessy has the right to acquire upon conversion of 750,000 Class B Ordinary Shares. This amount excludes 41,667 Class A Ordinary Shares that may be acquired by HC VII Sponsor LLC upon the conversion of 500,000 Rights upon consummation of the Issuer's initial business combination, because HC VII Sponsor LLC does not have the right to acquire beneficial ownership of such Class A Ordinary Shares within sixty days.
(3) The percentage of the Class A Ordinary Shares reported beneficially owned by Thomas D. Hennessy is based on (i) 19,690,000 Class A Ordinary Shares outstanding as of March 28, 2025, as reported in the Issuer's annual report on Form 10-K filed with the Commission on March 31, 2025, (ii) 5,203,333 Class A Ordinary Shares HC VII Sponsor LLC has the right to acquire upon conversion of 5,203,333 Class B Ordinary Shares, and (iii) 750,000 Class A Ordinary Shares Thomas D. Hennessy has the right to acquire upon conversion of 750,000 Class B Ordinary Shares, each of (ii) and (iii) having been added to the total Class A Ordinary Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Hennessy Capital Investment Corp. VII | |
| (b) | Address of issuer's principal executive offices:
195 US Hwy 50, Suite 309, Zephyr Cove, Nevada, 89448 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed on behalf of HC VII Sponsor LLC, Hennessy Capital Group LLC, Daniel J. Hennessy, and Thomas D. Hennessy (collectively, the "Reporting Persons"). Hennessy Capital Group LLC is the sole manager of HC VII Sponsor LLC. Daniel J. Hennessy and Thomas D. Hennessy are the managing members of Hennessy Capital Group LLC. Consequently, each of Hennessy Capital Group LLC, Daniel J. Hennessy, and Thomas D. Hennessy may be deemed the beneficial owner of securities held by HC VII Sponsor LLC and has shared voting and dispositive power over such securities. | |
| (b) | Address or principal business office or, if none, residence:
195 US Hwy 50, Suite 309, Zephyr Cove, NV 89448 | |
| (c) | Citizenship:
HC VII Sponsor LLC is a Nevada limited liability company. Hennessy Capital Group LLC is a Delaware limited liability company. Each of Daniel J. Hennessy and Thomas D. Hennessy is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Class A ordinary shares, par value $0.0001 per share | |
| (e) | CUSIP No.:
G4405D107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of March 31, 2025, each of HC VII Sponsor LLC, Hennessy Capital Group LLC, and Daniel J. Hennessy may be deemed the beneficial owner of 5,703,333 Class A Ordinary Shares, consisting of (i) 500,000 Class A Ordinary Shares held directly by HC VII Sponsor LLC and (ii) 5,203,333 Class A Ordinary Shares HC VII Sponsor LLC has the right to acquire upon conversion of 5,203,333 Class B Ordinary Shares.
As of March 31, 2025, Thomas D. Hennessy may be deemed the beneficial owner of 6,453,333 Class A Ordinary Shares, consisting of (i) 500,000 Class A Ordinary Shares held directly by HC VII Sponsor LLC, (ii) 5,203,333 Class A Ordinary Shares HC VII Sponsor LLC has the right to acquire upon conversion of 5,203,333 Class B Ordinary Shares, and (iii) 750,000 Class A Ordinary Shares Thomas D. Hennessy has the right to acquire upon conversion of 750,000 Class B Ordinary Shares.
The amount beneficially owned by each Reporting Person excludes 41,667 Class A Ordinary Shares that may be acquired by HC VII Sponsor LLC upon the conversion of 500,000 Rights upon consummation of the Issuer's initial business combination, because HC VII Sponsor LLC does not have the right to acquire beneficial ownership of such Class A Ordinary Shares within sixty days. | |
| (b) | Percent of class:
As of March 31, 2025, each of HC VII Sponsor LLC, Hennessy Capital Group LLC, and Daniel J. Hennessy may be deemed the beneficial owner of approximately 22.9% of the Class A Ordinary Shares outstanding. This percentage is based on (i) 19,690,000 Class A Ordinary Shares outstanding as of March 28, 2025, as reported in the Issuer's annual report on Form 10-K filed with the Commission on March 31, 2025, and (ii) 5,203,333 Class A Ordinary Shares HC VII Sponsor LLC has the right to acquire upon conversion of 5,203,333 Class B Ordinary Shares, which shares have been added to the total Class A Ordinary Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
As of March 31, 2025, Thomas D. Hennessy may be deemed the beneficial owner of approximately 25.2% of the Class A Ordinary Shares outstanding. This percentage is based on (i) 19,690,000 Class A Ordinary Shares outstanding as of March 28, 2025, as reported in the Issuer's annual report on Form 10-K filed with the Commission on March 31, 2025, (ii) 5,203,333 Class A Ordinary Shares HC VII Sponsor LLC has the right to acquire upon conversion of 5,203,333 Class B Ordinary Shares, and (iii) 750,000 Class A Ordinary Shares Thomas D. Hennessy has the right to acquire upon conversion of 750,000 Class B Ordinary Shares, each of (ii) and (iii) having been added to the total Class A Ordinary Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
HC VII Sponsor LLC: 0
Hennessy Capital Group LLC: 0
Daniel J. Hennessy: 0
Thomas D. Hennessy: 750,000 | ||
| (ii) Shared power to vote or to direct the vote:
HC VII Sponsor LLC: 5,703,333
Hennessy Capital Group LLC: 5,703,333
Daniel J. Hennessy: 5,703,333
Thomas D. Hennessy: 5,703,333 | ||
| (iii) Sole power to dispose or to direct the disposition of:
HC VII Sponsor LLC: 0
Hennessy Capital Group LLC: 0
Daniel J. Hennessy: 0
Thomas D. Hennessy: 750,000 | ||
| (iv) Shared power to dispose or to direct the disposition of:
HC VII Sponsor LLC: 5,703,333
Hennessy Capital Group LLC: 5,703,333
Daniel J. Hennessy: 5,703,333
Thomas D. Hennessy: 5,703,333 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 1: Joint Filing Agreement |