K2 group discloses 53,442 HVII shares and passive 0.2% stake

Rhea-AI Filing Summary

Hennessy Capital Investment Corp. VII received an amended Schedule 13G from a group of Canadian entities led by Shawn Kimel Investments, Inc. and The K2 Principal Fund, L.P. The group reports beneficial ownership of 53,442 Class A common shares, representing 0.2% of the class based on 26,023,333 shares outstanding as of 2025-09-30.

All 53,442 shares are held by The K2 Principal Fund, L.P., with voting and investment power shared among the reporting entities. They certify the holdings are not intended to change or influence control of the company. The filing also notes that K2 owns an additional 30,000 non-redeemable Class A shares, 150,000 founder shares and 1,998 private placement rights, acquired for a total of $300,000.

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 common stock

(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

The K2 Principal Fund, 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

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 53,442.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 53,442.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

53,442.00

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)

0.2 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. G4405D107

1

Names of Reporting Persons

K2 Genpar 2017 Inc.

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

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 53,442.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 53,442.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

53,442.00

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)

0.2 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. G4405D107

1

Names of Reporting Persons

SHAWN KIMEL INVESTMENTS, INC.

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

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 53,442.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 53,442.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

53,442.00

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)

0.2 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. G4405D107

1

Names of Reporting Persons

K2 & Associates Investment Management Inc.

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

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 53,442.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 53,442.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

53,442.00

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)

0.2 %

12

Type of Reporting Person (See Instructions)

CO

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: The persons filing this statement are Shawn Kimel Investments, Inc., an Ontario corporation ("SKI"), The K2 Principal Fund, L.P., an Ontario limited partnership (the "Fund"), K2 Genpar 2017 Inc., an Ontario corporation and the General Partner to the Fund ("Genpar 2017"), and K2 & Associates Investment Management Inc., an Ontario corporation ("K2 & Associates"). Together SKI, the Fund, Genpar2017, and K2 & Associates are the "Reporting Persons". Mr.Kimel is President of SKI. Mr.Sikorski is Secretary of Genpar 2017, and President of K2 & Associates. K2 & Associates is a direct 66.5% owned subsidiary of SKI, and is the investment manager of the Fund.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is 2 Bloor St West, Suite 801, Toronto, Ontario, M4W 3E2.
(c)	Citizenship: Mr.Kimel is a citizen of Canada. Mr.Sikorski is a citizen of Canada. The Fund is an Ontario limited partnership. Each of SKI and GenPar 2017 Inc and K2 & Associates is an Ontario corporation.
(d)	Title of class of securities: Class A common stock
(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: 53442 Class A common stock held of record (and may be deemed to be beneficially owned) by The K2 Principal Fund, L.P. See Item 2 for a description of the corporate structure of the Reporting Persons. Each of the Reporting Persons may be deemed to be beneficial owners of the 53442 Issuer's Class A common stock that are held by The K2 Principal Fund, L.P. Mr.Kimel is President of SKI. Mr. Todd Sikorski is Secretary of GenPar 2017 and President of K2 & Associates, and exercises ultimate voting and investment powers over the 53442 Issuer's Class A common stock that are held of record by The K2 Principal Fund, L.P The percentages used in this Schedule 13G are calculated based upon 26023333 ordinary shares issued and outstanding as of 2025-09-30, as reported in the companies S-4 filed with the SEC on 2025-12-23. In addition to the listed units K2 owns 30,000 non redeemable Class A shares, 150,000 founder shares and 1,998 private placement rights (each right entitles K2 to purchase 1/12 share of HVII at 10.00 upon consummation of an initial business combination). The non redeemable Class A shares, founder shares and rights were purchased for a total of $300,000.
(b)	Percent of class: 0.2 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 53442
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 53442
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

Each of the Reporting Persons hereby makes the following certification: By signing below each Reporting Person certifies that, to the best of his or its 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.

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.

The K2 Principal Fund, L.P.

Signature:	/s/ Todd Sikorski
Name/Title:	Todd Sikorski / Secretary
Date:	02/05/2026

K2 Genpar 2017 Inc.

Signature:	/s/ Todd Sikorski
Name/Title:	Todd Sikorski / Secretary
Date:	02/05/2026

SHAWN KIMEL INVESTMENTS, INC.

Signature:	/s/ Shawn Kimel
Name/Title:	Shawn Kimel / President
Date:	02/05/2026

K2 & Associates Investment Management Inc.

Signature:	/s/ Todd Sikorski
Name/Title:	Todd Sikorski / President
Date:	02/05/2026

FAQ

What ownership stake in HVII does the K2 group report in this Schedule 13G/A?

The K2 group reports beneficial ownership of 53,442 Class A shares, or 0.2% of HVII. This percentage is calculated using 26,023,333 ordinary shares outstanding as of 2025-09-30, as referenced from the company’s S-4 filed on 2025-12-23.

Who are the reporting persons in the HVII Schedule 13G/A amendment?

The reporting persons are Shawn Kimel Investments, Inc., The K2 Principal Fund, L.P., K2 Genpar 2017 Inc., and K2 & Associates Investment Management Inc. These Ontario-based entities, led by executives Shawn Kimel and Todd Sikorski, together form the reporting group for the HVII holdings.

How much voting and dispositive power does the K2 group have over HVII shares?

The reporting persons have shared voting and shared dispositive power over 53,442 HVII Class A shares. They report no sole voting or sole dispositive power, indicating all decisions on these shares are controlled jointly through The K2 Principal Fund, L.P.

Does the K2 group intend to influence control of Hennessy Capital Investment Corp. VII?

The reporting persons certify their HVII securities are not held to change or influence control of the issuer. They state the shares were not acquired, and are not held, in connection with any transaction intended to affect control of Hennessy Capital Investment Corp. VII.

What additional HVII-related securities does K2 own beyond the 53,442 Class A shares?

In addition to 53,442 listed shares, K2 owns 30,000 non-redeemable Class A shares, 150,000 founder shares and 1,998 private placement rights. Each right entitles the holder to purchase 1/12 share at $10.00, with these instruments acquired for $300,000 in total.

Why does the HVII Schedule 13G/A state ownership of 5 percent or less of the class?

The filing confirms the reporting group owns 0.2% of HVII’s Class A common stock, which is 5 percent or less. This status is explicitly disclosed under the ownership section, reflecting a relatively small, non-controlling stake in the company’s equity.