SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Hennessy Thomas D

(Last)

(First)

(Middle)

C/O HENNESSY CAPITAL INVESTMENT

CORP. VII 195 US HWY 50, SUITE 309

(Street)

ZEPHYR COVE

89448

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/16/2025

3. Issuer Name and Ticker or Trading Symbol
Hennessy Capital Investment Corp. VII [ HVII ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A ordinary shares	500,000⁽¹⁾	I	See Explanation of Responses⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B ordinary shares	⁽³⁾	⁽³⁾	Class A ordinary shares	750,000	⁽³⁾	D
Class B ordinary shares	⁽³⁾	⁽³⁾	Class A ordinary shares	5,578,333⁽⁴⁾	⁽³⁾	I	See Explanation of Responses⁽²⁾
Rights to receive Class A ordinary shares	⁽⁵⁾	⁽⁵⁾	Class A ordinary shares	41,667	⁽⁵⁾	I	See Explanation of Responses⁽²⁾

Explanation of Responses:

1. Reflects the 500,000 Class A ordinary shares of the registrant that are included in the 500,000 private placement units of the registrant purchased by HC VII Sponsor LLC ("Sponsor"). Each private placement unit consists of one Class A ordinary share and one right to receive one-twelfth (1/12) of one Class A ordinary share upon consummation of the registrant's initial business combination.

2. Sponsor is the record holder of the securities reported herein. Hennessy Capital Group LLC is the sole manager of Sponsor. Daniel J. Hennessy, the registrant's Chairman and Chief Executive Officer, and Thomas D. Hennessy, the registrant's President, Chief Operating Officer and a director, are the sole managing members of Hennessy Capital Group LLC. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by Sponsor and have shared voting and dispositive control over such securities. Mr. Thomas Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest.

3. As described in the registrant's Registration Statement on Form S-1 (File No. 333-283087) (the "Registration Statement") under the heading "Description of Securities-Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the registrant's initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

4. These Class B ordinary shares include an aggregate of 875,000 Class B ordinary shares that are subject to forfeiture to the extent that the underwriters do not exercise their over-allotment option in connection with the registrant's initial public offering in full.

5. Represents the 41, 667 Class A ordinary shares, which may be acquired by Sponsor upon the conversion of 500,000 rights (included in the Sponsor's private placement units) upon consummation of the registrant's initial business combination. As described in the Registration Statement under the heading "Description of Securities-Share Rights," each right will automatically convert into one-twelfth (1/12) of one Class A ordinary share upon consummation of the registrant's initial business combination, subject to certain adjustments described therein and have no expiration date. No fractional Class A ordinary shares will be issued upon conversion of such rights.

	/s/ Thomas D. Hennessy	01/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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