SCHEDULE: K2 Principal Fund Discloses 0.2% Stake in Hennessy Capital VII

The K2 Principal Fund, L.P. and its affiliates reported a 0.2% beneficial ownership stake in Hennessy Capital Investment Corp. VII's Class A common stock as of December 31, 2025.

Summary

• The K2 Principal Fund, L.P., along with K2 Genpar 2017 Inc., Shawn Kimel Investments, Inc., and K2 & Associates Investment Management Inc. (collectively, the "Reporting Persons"), filed an Amendment No. 1 to Schedule 13G.
• The filing reports beneficial ownership in Hennessy Capital Investment Corp. VII's Class A common stock.
• As of December 31, 2025, the Reporting Persons collectively beneficially own 53,442 shares of Class A common stock.
• This represents 0.2% of the issuer's Class A common stock, based on 26,023,333 ordinary shares outstanding as of September 30, 2025, as reported in the company's S-4 filing on December 23, 2025.
• The Reporting Persons share voting and dispositive power over these 53,442 shares.
• Additionally, K2 owns 30,000 non-redeemable Class A shares, 150,000 founder shares, and 1,998 private placement rights, acquired for a total of $300,000. Each private placement right entitles K2 to purchase 1/12 share of HVII at $10.00 upon consummation of an initial business combination.
• The Reporting Persons certified that the securities were not acquired or held for the purpose of changing or influencing control of the issuer.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral disclosure. It's a standard beneficial ownership report for a passive stake, providing transparency without indicating significant positive or negative developments for the issuer.

Industry Context

StockSavvy.ai notes that Schedule 13G filings are routine disclosures for institutional investors holding less than 5% of a company's stock, indicating a passive investment intent. Hennessy Capital Investment Corp. VII is a Special Purpose Acquisition Company (SPAC), and such filings provide transparency into early institutional interest or foundational investor stakes, which is common for SPACs pre-business combination.

Comparison to Industry Standards

• This 0.2% stake is a relatively small, passive position for an institutional investor in a SPAC.
• For comparison, larger institutional investors often take stakes of 1-4.9% in SPACs, sometimes accumulating larger positions closer to a de-SPAC transaction.
• The acquisition of founder shares and private placement rights is typical for early investors or sponsors in SPACs, providing a lower cost basis and potential upside upon a successful business combination, similar to structures seen in other SPACs like those sponsored by Churchill Capital or Gores Holdings.

Related Party Transactions

• K2 & Associates Investment Management Inc. is a direct 66.5% owned subsidiary of Shawn Kimel Investments, Inc.
• K2 & Associates Investment Management Inc. is the investment manager of The K2 Principal Fund, L.P.
• Mr. Kimel is President of Shawn Kimel Investments, Inc.
• Mr. Sikorski is Secretary of K2 Genpar 2017 Inc. (General Partner to the Fund) and President of K2 & Associates Investment Management Inc., exercising ultimate voting and investment powers over the shares held by The K2 Principal Fund, L.P.
• These relationships define the group of Reporting Persons and their control structure over the beneficially owned shares.

Stakeholder Impact

• Shareholders: Provides transparency regarding a small, passive institutional ownership stake. The 0.2% stake is unlikely to significantly influence corporate decisions or share price.
• Management: Awareness of institutional ownership, though the passive nature of the filing suggests no immediate pressure or engagement from these specific investors.

Key Dates

Keywords

Hennessy Capital Investment Corp VII, HCIC VII, K2 Principal Fund, K2 & Associates, Shawn Kimel Investments, Schedule 13G, beneficial ownership, Class A common stock, SPAC, special purpose acquisition company, institutional ownership