Hennessy Capital VII (HVII) gets Linden Advisors 7.4% stake disclosure

Rhea-AI Filing Summary

Hennessy Capital Investment Corp. VII received an updated Schedule 13G/A from investment entities affiliated with Linden. The filing shows that, as of December 31, 2025, Linden Advisors LP and Siu Min (Joe) Wong may each be deemed to beneficially own 1,463,732 Class A ordinary shares, representing about 7.4% of the outstanding Class A shares.

Linden Capital L.P. and its general partner Linden GP LLC may each be deemed to beneficially own 1,394,634 shares, or about 7.1% of the class. Voting and investment power over these shares is shared rather than sole. The signatory certifies the holdings are not for the purpose of changing or influencing control of the company, indicating a passive investment stance.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Hennessy Capital Investment Corp. VII

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G4405D107

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G4405D107

1

Names of Reporting Persons

Linden Capital L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,394,634.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,394,634.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,394,634.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.1 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. G4405D107

1

Names of Reporting Persons

Linden GP LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,394,634.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,394,634.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,394,634.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.1 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP No. G4405D107

1

Names of Reporting Persons

Linden Advisors LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,463,732.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,463,732.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,463,732.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.4 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. G4405D107

1

Names of Reporting Persons

Siu Min Wong

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,463,732.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,463,732.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,463,732.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.4 %

12

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Hennessy Capital Investment Corp. VII
(b)	Address of issuer's principal executive offices: 195 US Hwy 50, Suite 207, Zephyr Cove, NV 83014
Item 2.
(a)	Name of person filing: This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons") i) Linden Capital L.P., a Bermuda limited partnership ("Linden Capital"); ii) Linden GP LLC, a Delaware limited liability company ("Linden GP"); iii) Linden Advisors LP, a Delaware limited partnership ("Linden Advisors"); and iv) Siu Min (Joe) Wong ("Mr. Wong"). This Statement relates to Class A ordinary shares, par value $0.0001 per share (the "Shares") of Hennessy Capital Investment Corp. VII (the "Issuer") held for the account of Linden Capital and one or more separately managed accounts (the "Managed Accounts"). Linden GP is the general partner of Linden Capital and, in such capacity, may be deemed to beneficially own the Shares held by Linden Capital. Linden Advisors is the investment manager of Linden Capital and trading advisor or investment advisor for the Managed Accounts. Mr. Wong is the principal owner and controlling person of Linden Advisors and Linden GP. In such capacities, Linden Advisors and Mr. Wong may each be deemed to beneficially own the Shares held by Linden Capital and the Managed Accounts.
(b)	Address or principal business office or, if none, residence: The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal business address for each of Linden Advisors, Linden GP and Mr. Wong is 590 Madison Avenue, 32nd Floor, New York, New York 10022.
(c)	Citizenship: i) Linden Capital is a Bermuda limited partnership. ii) Linden GP is a Delaware limited liability company. iii) Linden Advisors is a Delaware limited partnership. iv) Mr. Wong is a citizen of China (Hong Kong) and the United States.
(d)	Title of class of securities: Class A ordinary shares, par value $0.0001 per share
(e)	CUSIP No.: G4405D107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of December 31, 2025, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of 1,463,732 Shares. This amount consists of 1,394,634 Shares held by Linden Capital and 69,098 Shares held by the Managed Accounts. As of December 31, 2025 each of Linden GP and Linden Capital may be deemed the beneficial owner of the 1,394,634 Shares held by Linden Capital.
(b)	Percent of class: As of December 31, 2025 each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of approximately 7.4% of Shares outstanding, and each of Linden GP and Linden Capital may be deemed the beneficial owner of approximately 7.1% of Shares outstanding.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Linden Capital and Linden GP: 0 Linden Advisors and Mr. Wong: 0
	(ii) Shared power to vote or to direct the vote: Linden Capital and Linden GP: 1,394,634 Linden Advisors and Mr. Wong: 1,463,732
	(iii) Sole power to dispose or to direct the disposition of: Linden Capital and Linden GP: 0 Linden Advisors and Mr. Wong: 0
	(iv) Shared power to dispose or to direct the disposition of: Linden Capital and Linden GP: 1,394,634 Linden Advisors and Mr. Wong: 1,463,732
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See disclosure in Items 2 and 4 hereof.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See disclosure in Item 2 hereof.
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Exhibit A attached hereto.
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Linden Capital L.P.

Signature:	/S/ Saul Ahn
Name/Title:	Saul Ahn, Authorized Signatory
Date:	02/10/2026

Linden GP LLC

Signature:	/S/ Saul Ahn
Name/Title:	Saul Ahn, Authorized Signatory
Date:	02/10/2026

Linden Advisors LP

Signature:	/S/ Saul Ahn
Name/Title:	Saul Ahn, General Counsel
Date:	02/10/2026

Siu Min Wong

Signature:	/S/ Saul Ahn
Name/Title:	Saul Ahn, Attorney-in-Fact for Siu Min Wong**
Date:	02/10/2026

Comments accompanying signature: **Duly authorized under Siu Min Wong's Power of Attorney, dated June 10, 2019, incorporated herein by reference to Exhibit B of the statement on Schedule 13G filed by Linden Capital L.P. on June 19, 2019 in respect of its holdings in Haymaker Acquisition Corp II.

FAQ

What does the Linden Schedule 13G/A filing mean for Hennessy Capital VII (HVII)?

The filing shows Linden-related entities hold over 7% of Hennessy Capital VII’s Class A shares. It discloses a sizable passive stake, giving investors transparency about a major institutional holder and its approximate ownership percentage as of December 31, 2025.

How many Hennessy Capital VII (HVII) shares does Linden Advisors report owning?

Linden Advisors LP and Siu Min (Joe) Wong may each be deemed to beneficially own 1,463,732 Class A ordinary shares. This stake represents approximately 7.4% of the company’s outstanding Class A shares as of December 31, 2025, according to the filing.

What stake do Linden Capital and Linden GP report in Hennessy Capital VII (HVII)?

Linden Capital L.P. and its general partner Linden GP LLC may each be deemed to beneficially own 1,394,634 Class A ordinary shares. The filing states this position represents about 7.1% of Hennessy Capital VII’s Class A shares outstanding as of December 31, 2025.

Is Linden attempting to influence control of Hennessy Capital VII (HVII)?

The signatory certifies the securities were not acquired and are not held for the purpose of changing or influencing control. The filing emphasizes that the holdings are passive and not connected with any control-related transaction, other than activities tied to proxy nomination rules.

Who are the reporting persons in the Hennessy Capital VII (HVII) Schedule 13G/A?

The reporting persons are Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min (Joe) Wong. Linden Advisors manages Linden Capital and certain managed accounts, while Wong is the principal owner and controlling person of Linden Advisors and Linden GP.

How is voting and dispositive power over Hennessy Capital VII (HVII) shares allocated?

The filing states all reporting persons have zero sole voting or dispositive power. Linden Capital and Linden GP share voting and dispositive power over 1,394,634 shares, while Linden Advisors and Siu Min (Joe) Wong share voting and dispositive power over 1,463,732 shares.