Hennessy Capital Investment Corp V (HCIC) 8-KEntry into a Material Definitive Agreement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 21, 2021

HENNESSY CAPITAL INVESTMENT CORP. V

(Exact Name of Registrant as Specified in its Charter)

Registrant’s Telephone Number, Including Area Code: (307) 201-1903

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on May 7, 2021, Hennessy Capital Investment Corp. V (“HCIC”) entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among HCIC, PlusAI Corp, an exempted company incorporated with limited liability in the Cayman Islands (“Plus”), Plus Inc., an exempted company incorporated with limited liability in the Cayman Islands (“PubCo”), Prime Merger Sub I, Inc., an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly-owned subsidiary of PubCo (“First Merger Sub”), Prime Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“Second Merger Sub”) and Plus Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands and wholly-owned subsidiary of Plus (“Plus Holdings”) to effect HCIC’s initial business combination (the “Business Combination”).

The Merger Agreement was amended and restated (the “A&R Merger Agreement”) in connection and concurrently with the execution and issuance of a warrant by Plus (the “Specified Customer Warrant”) on June 19, 2021, as described further in Item 8.01 of HCIC’s Current Report on Form 8-K filed with the SEC on June 21, 2021. The primary effect of the A&R Merger Agreement was to reflect the issuance of the Specified Customer Warrant, including an updated capitalization representation and warranty of Plus, removal of conditional language tied to the future issuance of the Specified Customer Warrant, and to reflect that Plus’s organizational documents had been updated to add the new class of preferred shares for which the Specified Customer Warrant could be exercised.

A copy of the A&R Merger Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the A&R Merger Agreement is qualified in its entirety by reference to the full text of the A&R Merger Agreement filed with this Current Report on Form 8-K. The A&R Merger Agreement is included to provide security holders with information regarding its terms. It is not intended to provide any other factual information about HCIC, Plus or the other parties thereto. In particular, the assertions embodied in representations and warranties by HCIC, Plus, Plus Holdings, PubCo, First Merger Sub or Second Merger Sub contained in the A&R Merger Agreement are qualified by information in the disclosure schedules provided by the parties in connection with the signing of the A&R Merger Agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the A&R Merger Agreement. Moreover, certain representations and warranties in the A&R Merger Agreement were used for the purpose of allocating risk between the parties, rather than establishing matters as facts. Accordingly, security holders should not rely on the representations and warranties in the A&R Merger Agreement as characterizations of the actual state of facts about HCIC, Plus, Plus Holdings, PubCo, First Merger Sub or Second Merger Sub.

Item 9.01 Financial Statements and Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 21, 2021

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