Hennessy Capital Investment Corp VII-A美股招股说明书(2025-01-17版)

Hennessy Capital Investment Corp. VII17,500,000 Units Hennessy Capital Investment Corp. VII is a newly incorporated blank check company formed forthe purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization orsimilar business combination with one or more businesses or entities, which we refer to throughout thisprospectus as our initial business combination. We have not selected any specific business combinationtarget and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directlyor indirectly, with any business combination target with respect to an initial business combination with us.Although we reserve the right to pursue an acquisition opportunity in any business or industry, we intendto focus our search for a target business in the industrial technology and energy transition sectors. This is an initial public offering of our securities. Each unit has an offering price of $10.00 andconsists of one Class A ordinary share and one right to receive one-twelfth (1/12) of a Class A ordinaryshare upon the consummation of an initial business combination, as described in more detail in thisprospectus. We refer to the rights included in the units as “Share Rights.” Unlike many other specialpurpose acquisition company initial public offerings, investors in this offering will not receive warrants thatwould become exercisable following completion of our initial business combination. We have also grantedthe underwriters a 45-day option to purchase up to an additional 2,625,000 units to cover over-allotments,if any. We will provide our public shareholders with the opportunity to redeem all or a portion of theirClass A ordinary shares upon the completion of our initial business combination at a per share price,payable in cash, equal to the aggregate amount then on deposit in the trust account described belowcalculated as of two business days prior to the consummation of our initial business combination,including interest earned on the funds held in the trust account (net of amounts withdrawn to fund ourworking capital requirements, subject to an annual limit of 5.0% of the interest earned on the funds held inthe trust account, and to pay our taxes, other than excise taxes, if any (such amounts in the aggregate,“permitted withdrawals”)), divided by the number of then outstanding public shares, subject to thelimitations described herein. Notwithstanding the foregoing redemption rights, if we seek shareholderapproval of our initial business combination and we do not conduct redemptions in connection with ourinitial business combination pursuant to the tender offer rules, our amended and restated memorandumandarticles of association provide that a public shareholder,together with any affiliate of suchshareholder or any other person with whom such shareholder is acting in concert or as a “group” (asdefined under Section 13 of the Securities Exchange Act of 1934), is restricted from redeeming its shareswith respect to more than an aggregate of 15% of the shares sold in this offering, without our priorconsent. We will have 24 months from the closing of this offering to consummate an initial businesscombination. We refer to the time period we have to complete an initial business combination as the “completion window”. We may seek the approval of our shareholders at any time to amend our amendedand restated memorandum and articles of association to modify the amount of time we will have tocomplete an initial business combination, in which case our public shareholders will be offered anopportunity to redeem their public shares. If we have not completed our initial business combinationwithin the completion window and we do not otherwise seek shareholder approval to amend our amendedand restated memorandum and articles of association to further extend the time to complete an initialbusiness 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 (net of permittedwithdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of thenoutstanding public shares, subject to applicable law and as further described herein.See “Summary —TheOffering — Redemption of public shares and distributions and liquidation if no initialbusiness combination” for more information. Our units have been approved for listing on the Nasdaq Global Market, or Nasdaq, under the symbol“HVIIU.” We expect that the Class A ordinary shares and Share Rights comprising the units will begin separatetrading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the followingbusiness day) unless Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“Cohen &Company”), informs us of its decision to allow earlier separate trading, subject to certain conditions. Once thesecurities compri