Daniel J. Hennessy - 16 Jan 2025 Form 3 Insider Report for Hennessy Capital Investment Corp. VII (HVII)

Footnote F1

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.

Footnote F2

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. Daniel Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest.

Footnote F3

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.

Footnote F4

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.

Footnote F5

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.