December 5, 2024

Daniel J. Hennessy
Chairman and Chief Executive Officer
Hennessy Capital Investment Corp. VII
195 US Hwy 50, Suite 309
Zephyr Cove, Nevada 89448

       Re: Hennessy Capital Investment Corp. VII
           Registration Statement on Form S-1
           Filed November 8, 2024
           File No. 333-283087
Dear Daniel J. Hennessy:

       We have reviewed your registration statement and have the following
comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 filed November 8, 2024
Summary
Our Business Combination Process, page 13

1.     You state that you do not believe that the fiduciary, contractual or
other obligations or
       duties of your officers or directors will materially affect your ability
to complete our
       initial business combination. Please expand your disclosure to explain
the basis for
       this belief.
Our Sponsor, page 14

2.     We note the disclosure that in order to facilitate your initial business
combination or
       for any other reason determined by your sponsor in its sole discretion,
your sponsor
       may surrender or forfeit, transfer or exchange your founder shares,
private placement
       units or any of your other securities, including for no consideration,
as well as subject
       any such securities to earn-outs or other restrictions, or otherwise
amend the terms of
 December 5, 2024
Page 2

       any such securities or enter into any other arrangements with respect to
any such
       securities. Please add risk factor disclosure about risks that may arise
from the sponsor
       having the ability to remove itself as your sponsor before identifying a
business
       combination, including through the unconditional ability to transfer the
founder shares
       or otherwise.
We may not be able to complete an initial business combination...., page 49

3.     With a view toward disclosure, please tell us whether your sponsor is,
is controlled
       by, has any members who are, or has substantial ties with, a non-U.S.
person.
General

4.     We note references to    non-managing investors    on pages 79 and 182,
but do not see
       additional disclosure elsewhere describing them. Please revise or
advise.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Frank Knapp at 202-551-3805 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please contact Ronald (Ron) E. Alper at 202-551-3329 or Mary Beth
Breslin at 202-
551-3625 with any other questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Real
Estate & Construction
cc:   Michael Heinz