Item
7.01 Regulation FD Disclosure.
As
previously disclosed, on May 7, 2021, Hennessy Capital Investment Corp. V (“HCIC”) entered into a Merger Agreement
and Plan of Reorganization (as amended and restated on June 19, 2021, and as may be further amended from time to time, the “Merger
Agreement”) to effect an initial business combination (the “Business Combination”) with PlusAI Corp (“Plus”).
In light of recent developments in the regulatory environment outside of the United States, HCIC and Plus have agreed to enter into discussions
to pursue a potential restructuring of the Business Combination and amendment of the terms of the Merger Agreement and related agreements
and, as a result, the consummation of the Business Combination will likely be delayed past the November 8, 2021 “outside date”
set forth in the Merger Agreement. While HCIC intends to work in good faith with Plus and its shareholders to reach mutually agreeable
terms for such a restructuring and amendment, there can be no assurance that the parties will be able to agree upon such a restructuring
and amendment or, if they do, that the Business Combination (as so amended) will be successfully consummated. As of the date of this
Current Report on Form 8-K, Plus has not received any inquiries or notices of investigation from any governmental or regulatory authorities
and no permissions requested by Plus from a Chinese government entity have been denied.
The
foregoing information is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange
Act or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under
the Securities Act or the Exchange Act.
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Additional
Information About the Transaction and Where To Find It
In
connection with the proposed Business Combination, Plus, Inc., the new publicly traded company resulting from the Business Combination
(“New Plus”), has confidentially submitted a draft registration statement on Form F-4 (the “Registration
Statement”) with the U.S. Securities and Exchange Commission (the “SEC”), which includes a prospectus with
respect to New Plus’s securities to be issued in connection with the proposed Business Combination and a proxy statement to be
distributed to holders of HCIC’s common stock in connection with HCIC’s solicitation of proxies for the vote by HCIC’s
stockholders with respect to the proposed Business Combination and other matters to be described in the Registration Statement (the “Proxy
Statement”). After the Registration Statement has been declared effective by the SEC, HCIC will file the definitive Proxy Statement
with the SEC and will mail copies to stockholders of HCIC as of a record date to be established for voting on the proposed Business Combination.
Additionally, New Plus and HCIC will file other relevant materials with the SEC in connection with the proposed Business Combination.
Security holders of Plus, New Plus, and HCIC are urged to read the Registration Statement and Proxy Statement and the other relevant
materials when they become available before making any voting decision with respect to the proposed Business Combination because they
will contain important information about the proposed Business Combination and the parties thereto. Security holders of Plus, New Plus,
and HCIC may also obtain a copy of the Registration Statement and Proxy Statement, when available, as well as other documents filed with
the SEC regarding the proposed Business Combination by New Plus and HCIC, without charge, at the SEC’s website located at www.sec.gov.
Copies of these filings may be obtained free of charge on Plus’s website at www.plus.ai/investors.com when available or by directing
a request to Lynn Miller, General Counsel, 20401 Stevens Creek Boulevard, Cupertino, California 95014 or by telephone at (408) 508-4758
and/or on HCIC’s website at http://www.hennessycapllc.com or by directing a request to Nicholas A. Petruska, Executive Vice President,
Chief Financial Officer, 3415 N. Pines Way, Suite 204, Wilson, Wyoming 83014 or by telephone at (307) 201-1903. The information contained
on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not
a part of, this press release.
Participants
in the Solicitation
Plus,
HCIC and New Plus and their respective directors and officers may be deemed participants in the solicitation of proxies of HCIC’s
stockholders in connection with the proposed Business Combination. Security holders may obtain more detailed information regarding the
names, affiliations and interests of certain of HCIC’s executive officers and directors in the solicitation by reading HCIC’s
Registration Statement on Form S-1, declared effective by the SEC on January 14, 2021, and the Registration Statement, Proxy Statement
and other relevant materials filed with the SEC in connection with the proposed Business Combination when they become available. Information
regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to HCIC’s shareholders in
connection with the proposed Business Combination, including a description of their direct and indirect interests, which may, in some
cases, be different than those of their stockholders generally, will be set forth in the Proxy Statement when it becomes available.
Forward
Looking Statements
The
information in this report includes “forward-looking statements” within the meaning of the “safe harbor” provisions
of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words
such as “estimate,” “plan,” “project,” “forecast,” “intend,” “may,”
“will,” “expect,” “continue,” “should,” “would,” “anticipate,”
“believe,” “seek,” “target,” “predict,” “potential,” “seem,”
“future,” “outlook” or other similar expressions that predict or indicate future events or trends or that are
not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking
statements include, but are not limited to, (1) statements regarding the applicability of one or more regulation, rule, or law of any
governmental authority or regulatory body applicable to Plus, HCIC, and/or New Plus, (2) statements regarding the status of any investigations
or reviews by any governmental authority or regulatory body, including the expected duration or results from any such investigation or
review, (3) statements relating to future modifications to the terms of the proposed Business Combination or amendments to the Merger
Agreement, (4) statements regarding the negotiation and potential agreement of HCIC, Plus and New Plus to reach mutually agreeable terms
for a restructuring of the Business Combination or amendment to the terms of the Merger Agreement, any agreement, and (5) expectations
related to the terms and timing of the proposed Business Combination. These statements are based on various assumptions, whether or not
identified in this report, and on the current expectations of Plus’s and HCIC’s management and are not predictions of actual
performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must
not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of Plus and HCIC. These forward-looking statements are subject to a number of risks and uncertainties, including
the risk that any required stockholder or regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions
that could adversely affect the combined company or the expected benefits of the proposed Business Combination; the risk that Plus and
HCIC are unable to reach mutually agreeable terms for a restructuring of the Business Combination or amendment to the terms of the Merger
Agreement; and those risk factors discussed in documents of New Plus and HCIC filed, or to be filed, with the SEC. If any of these risks
materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking
statements. There may be additional risks that neither HCIC nor Plus presently know or that HCIC and Plus currently believe are immaterial
that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements
reflect HCIC’s and Plus’s expectations, plans or forecasts of future events and views as of the date of this report. HCIC
and Plus anticipate that subsequent events and developments will cause HCIC’s and Plus’s assessments to change. However,
while HCIC and Plus may elect to update these forward-looking statements at some point in the future, HCIC and Plus specifically disclaim
any obligation to do so. These forward-looking statements should not be relied upon as representing HCIC’s and Plus’s assessments
as of any date subsequent to the date of this report. Accordingly, undue reliance should not be placed upon the forward-looking statements.