UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) ~~OF THE~~

~~SECURITIES~~of ~~EXCHANGE~~the ~~ACT~~Securities OFExchange Act of 1934

Date of Report (Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported): ~~November~~ 18December 16, 2022

HENNESSY CAPITAL INVESTMENT CORP. V

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Delaware	001-39892	85-3433864
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3415 N. Pines Way, Suite 204

3415 N. Pines Way, Suite 204

Wilson, Wyoming

83014

(Address of Principal Executive Offices)

(Zip Code)

~~Wilson~~Registrant’s Telephone Number, ~~Wyoming~~Including Area ~~83014~~Code: (307) 201-1903

~~(Address~~Not ofApplicable ~~principal executive offices, including zip code)~~

~~Registrant’s~~(Former ~~telephone~~Name ~~number~~or Former Address, ~~including~~if Changed Since ~~area~~Last ~~code: (307~~Report) ~~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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-fourth of one Redeemable Warrant	HCICU	The Nasdaq Stock Market LLC
Shares of Class A common stock, par value $0.0001 per share	HCIC	The Nasdaq Stock Market LLC
Shares of Class A common stock, par value $0.0002 per share, included as part of the units	HCIC	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	HCICW	The Nasdaq Stock Market LLC
Redeemable Warrants included as part of the Units	HCICW	The Nasdaq Stock Market LLC
Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant	HCICU	The Nasdaq Stock Market LLC

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 58.0801. ~~Shareholder~~Other ~~Director Nominations.~~Events

ToOn December 16, 2022, Hennessy Capital Investment Corp. V (the ~~extent~~“Company”) ~~applicable~~issued a press release announcing that it has cancelled its special meeting of stockholders that was previously scheduled for 3:00 PM Eastern time on December 21, 2022, and that, due to its inability to complete an initial business combination within the ~~information~~time inperiod ~~Item~~required ~~8.01~~by its Amended and Restated Certificate of ~~this~~Incorporation, ~~Form~~the 8Company intends to dissolve and liquidate, effective as of the close of business on December 21, 2022, and will redeem all of the outstanding shares of Class A common stock that were included in the units issued in its initial public offering (the “Public Shares”), at a per-Kshare isredemption price ~~incorporated~~of byapproximately ~~reference~~$10.06 (after taking into ~~this~~account ~~Item~~the 5removal of a portion of the accrued interest in the trust account to pay taxes and $100,000 for dissolution expenses).~~08.~~

~~Item~~As ~~8.01.~~of ~~Other~~the ~~Events~~close of business on December 21, 2022, the Public Shares will be deemed cancelled and will represent only the right to receive the redemption amount.

OnIn ~~November~~order ~~18,~~to ~~2022,~~provide ~~Hennessy~~for the disbursement of funds ~~Capital~~from ~~Investment~~the ~~Corp.~~trust Vaccount, (the “Company”) ~~determined~~has ~~that~~instructed athe ~~special~~trustee ~~meeting~~ of ~~its~~the ~~stockholders~~trust ~~will~~account beto ~~held~~take inall ~~lieu of~~necessary ~~its~~actions ~~2021~~to ~~Annual~~liquidate ~~Meeting~~the ofsecurities held ~~Stockholders~~in (the ~~“Meeting”)~~trust ~~on or about December 19, 2022~~account. The ~~time~~proceeds ~~and location~~ of the ~~Meeting~~trust account will be asheld ~~set forth~~ in ~~the~~a ~~Company’s~~non-interest ~~definitive~~bearing ~~proxy~~account ~~statement~~while ~~for~~awaiting ~~the Meeting~~ disbursement to ~~be filed with~~ the ~~Securities~~holders ~~and Exchange~~of ~~Commission (~~the ~~“SEC”)~~Public Shares. ~~Pursuant~~Record toholders ~~the~~will ~~Company’s~~receive ~~bylaws~~their ~~(the~~pro ~~“Bylaws”),~~rata ~~stockholders seeking~~portion toof ~~bring~~the ~~business~~proceeds ~~before~~of the ~~Meeting~~trust ~~must~~account ~~deliver~~by ~~such~~delivering their ~~proposals~~Public Shares to ~~the~~Continental ~~principal~~Stock ~~executive~~Transfer ~~offices~~& ofTrust Company, the Company’s attransfer ~~3415 N~~agent. ~~Pines~~ ~~Way,~~Beneficial ~~Suite~~owners ~~204~~of ~~Wilson,~~Public Shares ~~Wyoming~~held ~~83014,~~in ~~Attention:~~“street ~~Secretary~~name,” nohowever, ~~later~~will ~~than~~not ~~November~~need ~~28,~~to ~~2022.~~take ~~Any~~any ~~stockholder~~action ~~proposal~~in ~~must~~order ~~also comply~~to ~~with~~receive the ~~requirements~~redemption ofamount. ~~Delaware~~The ~~law,~~redemption of the ~~rules~~Public ~~and~~Shares ~~regulations~~is ~~promulgated~~expected byto ~~the~~be ~~SEC~~completed ~~and~~within ~~the~~ten ~~Bylaws~~business days after December 21, 2022.

1The Company’s sponsor has agreed to waive its redemption rights with respect to its outstanding shares of Class B common stock issued prior to the Company’s initial public offering. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

~~SIGNATURE~~The Company believes that consummation of a suitable initial business combination is highly improbable, and because redemptions made after December 31, 2022 may potentially be subject to a 1% excise tax included as part of the Inflation Reduction Act of 2022, it is in the best interest of the Company’s stockholders to return the cash in the trust account during 2022 rather than wait for expiration in 2023.

~~Pursuant~~Since tothe closing of the ~~requirements~~Company’s IPO, ofthe Company’s management team has conducted a thorough search for the ~~Securities~~right ~~Exchange~~target ~~Act~~and evaluated a number of ~~1934~~companies with the goal of completing an initial business combination that met its investment criteria. Further, the ~~registrant~~Company’s leadership has ~~duly~~carefully evaluated ~~caused~~the ~~this~~current ~~report~~adverse market conditions, including a limited pool of public company-ready business combination partners, the overall decline in the SPAC market, high redemption rates of SPACs, increased regulatory uncertainty around SPACs and the deterioration of the PIPE market. Considering these factors, and despite significant efforts to beidentify ~~signed~~and oncomplete ~~its~~an ~~behalf~~initial bybusiness combination, the Company’s ~~undersigned~~management ~~hereunto~~team does not believe that it will complete an initial business combination by January 20, 2023. As a result, ~~duly~~the ~~authorized~~Company has determined that it is prudent and in the best interests of the Company and its stockholders to liquidate the Company in 2022.

~~Dated:~~The ~~November~~Company 18expects that the Nasdaq Stock Market will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, ~~2022~~as amended.

~~HENNESSY~~A ~~CAPITAL~~copy ~~INVESTMENT~~of ~~CORP.~~the Vpress ~~By:~~release ~~/s/~~is ~~Nicholas~~attached A.hereto ~~Petruska~~as ~~Name:~~Exhibit ~~Nicholas A~~99.1 ~~Petruska~~and is ~~Title:~~incorporated ~~Executive~~herein ~~Vice~~by ~~President, Chief Financial Officer and Secretary~~reference.

2Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

99.1		Press Release, dated December 16, 2022

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: December 16, 2022

HENNESSY CAPITAL INVESTMENT CORP. V

By:	/s/ Nicholas A. Petruska
	Name:	Nicholas A. Petruska
	Title:	Chief Financial Officer

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