Hennessy Capital Investment Corp. VII received a large shareholder disclosure from a group of investment entities led by Lighthouse Investment Partners, LLC and North Rock Capital Management, LLC. As of December 31, 2025, Lighthouse, North Rock, MAP 204, MAP 214, Shaolin Capital Partners SP, Eagle Harbor Multi-Strategy Master Fund Limited, and NR1 SP together may be deemed to beneficially own 1,280,840 Class A ordinary shares, representing 6.74% of the class. The group reports shared voting and dispositive power over all these shares and no sole power. They certify the position was acquired and is held in the ordinary course of business, not for the purpose of changing or influencing control of the company.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Hennessy Capital Investment Corp. VII
(Name of Issuer)
Class A ordinary shares, 0.0001 par value
(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
Lighthouse Investment Partners, 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
1,280,840.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,280,840.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,280,840.00
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)
6.74 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
G4405D107
1
Names of Reporting Persons
MAP 204 Segregated Portfolio, a segregated portfolio of LMA SPC
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,280,840.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,280,840.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,280,840.00
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)
6.74 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP No.
G4405D107
1
Names of Reporting Persons
MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,280,840.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,280,840.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,280,840.00
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)
6.74 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP No.
G4405D107
1
Names of Reporting Persons
Shaolin Capital Partners SP, a segregated portfolio of PW MAP SPC
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,280,840.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,280,840.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,280,840.00
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)
6.74 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP No.
G4405D107
1
Names of Reporting Persons
Eagle Harbor Multi-Strategy Master Fund Limited
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,280,840.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,280,840.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,280,840.00
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)
6.74 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP No.
G4405D107
1
Names of Reporting Persons
North Rock Capital Management, 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
1,280,840.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,280,840.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,280,840.00
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)
6.74 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
G4405D107
1
Names of Reporting Persons
NR1 SP, a segregated portfolio of North Rock SPC
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,280,840.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,280,840.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,280,840.00
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)
6.74 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Hennessy Capital Investment Corp. VII
(b)
Address of issuer's principal executive offices:
955 Fifth Avenue, New York, New York 10075
Item 2.
(a)
Name of person filing:
This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons")
Lighthouse Investment Partners, LLC ("Lighthouse")
2. North Rock Capital Management, LLC ("North Rock")
3. MAP 204 Segregated Portfolio, a segregated portfolio of LMA SPC ("MAP 204")
4. MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC ("MAP 214")
5. Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC ("Shaolin")
6. Eagle Harbor Multi-Strategy Master Fund Limited ("Eagle Harbor")
7. NR1 SP, a segregated portfolio of North Rock SPC ("NR1 SP")
This Statement relates to the Issuer's shares of common stock ("Shares") directly beneficially owned by
MAP 204, MAP 214, Shaolin, Eagle Harbor and NR1 SP. Lighthouse serves as the investment manager
of MAP 204 and MAP 214. Lighthouse serves as the platform services provider for Shaolin and Eagle
Harbor. North Rock, a wholly owned affiliate and relying adviser of Lighthouse, serves as the
investment manager for NR1 SP. Because Lighthouse may be deemed to control MAP 204, MAP 214,
Shaolin, Eagle Harbor and NR1 SP, Lighthouse may be deemed to beneficially own, and to have the
power to vote or direct the vote of, and the power to direct the disposition of the Issuer's Shares
reported herein.
(b)
Address or principal business office or, if none, residence:
Lighthouse and North Rock: 3801 PGA Boulevard, Suite 604, Palm Beach Gardens, FL 33410
MAP 204 & MAP 214: c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands
Shaolin & Eagle Harbor: Ugland House, 121 South Church Street, George Town, Grand Cayman, KY1- 1104, Cayman Islands
NR1 SP: c/o Maples, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands
(c)
Citizenship:
Lighthouse and North Rock are both Delaware limited liability companies. MAP 204 and MAP 214 are both segregated portfolios of LMA SPC, a Cayman Islands segregated portfolio company. Shaolin is a segregated portfolio of PW MAP SPC, a Cayman Islands segregated portfolio company. NR1 SP is a segregated portfolio of North Rock SPC, a Cayman Islands segregated portfolio company. Eagle Harbor is a Cayman Islands exempt company.
(d)
Title of class of securities:
Class A ordinary shares, 0.0001 par value
(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, Lighthouse, North Rock, MAP 204, MAP 214, Shaolin, Eagle Harbor, and NR1 SP may be deemed the beneficial owners of 1,280,840 Shares.
(b)
Percent of class:
As of December 31, 2025, Lighthouse, North Rock, MAP 204, MAP 214, Shaolin, Eagle Harbor, and NR1 SP may be deemed the beneficial owners 6.74% of Shares.
(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:
1,280,840
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1,280,840
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.
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:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
Lighthouse Investment Partners, LLC
Signature:
Robert P. Swan
Name/Title:
Robert P. Swan, Vice President
Date:
02/17/2026
MAP 204 Segregated Portfolio, a segregated portfolio of LMA SPC
Signature:
Robert P. Swan
Name/Title:
Robert P. Swan, Director
Date:
02/17/2026
MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC
Signature:
Robert P. Swan
Name/Title:
Robert P. Swan, Director
Date:
02/17/2026
Shaolin Capital Partners SP, a segregated portfolio of PW MAP SPC
Signature:
Robert P. Swan
Name/Title:
Robert P. Swan, Vice President of Platform Service Provider
Date:
02/17/2026
Eagle Harbor Multi-Strategy Master Fund Limited
Signature:
Robert P. Swan
Name/Title:
Robert P. Swan, Vice President of Platform Service Provider
What ownership stake in HVII is reported in this Schedule 13G?
The filing reports beneficial ownership of 1,280,840 shares, or 6.74%. A group of related investment entities collectively holds these Class A ordinary shares of Hennessy Capital Investment Corp. VII as of December 31, 2025, triggering the Schedule 13G disclosure.
Who are the reporting persons in the HVII Schedule 13G filing?
The reporting group is led by Lighthouse Investment Partners and North Rock Capital Management. Related entities MAP 204, MAP 214, Shaolin Capital Partners SP, Eagle Harbor Multi-Strategy Master Fund Limited, and NR1 SP are also included as beneficial owners of the disclosed HVII shares.
Does the HVII Schedule 13G indicate an attempt to influence control?
No, the reporting holders certify the stake is held in the ordinary course of business. They expressly state the shares were not acquired and are not held to change or influence control of Hennessy Capital Investment Corp. VII, aside from limited nomination-related activities.
What voting and dispositive power is reported over HVII shares?
The reporting persons disclose shared voting and shared dispositive power over 1,280,840 shares. They report no sole power to vote or dispose of HVII Class A ordinary shares, reflecting coordinated control across the listed investment entities within the group.
Why did Lighthouse and affiliates need to file a Schedule 13G for HVII?
The group exceeded the 5% beneficial ownership threshold in HVII shares. With 1,280,840 Class A ordinary shares representing 6.74% of the class as of December 31, 2025, they are required to publicly report their holdings under beneficial ownership rules.
Which HVII security class is covered by this beneficial ownership report?
The filing covers Class A ordinary shares with $0.0001 par value. These shares of Hennessy Capital Investment Corp. VII are identified by CUSIP G4405D107 and form the entire basis of the 6.74% beneficial ownership reported by the Lighthouse-led group.