SecProbe.io

CORRESP
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    Sidley
                                            Austin LLP

    787
    Seventh Avenue

    New
    York, NY 10019

    +1
    212 839 5300

    +1
    212 839 5599 Fax

December
9, 2024

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Attention:

    Frank
    Knapp

    Shannon
    Menjivar

    Ronald
    (Ron) E. Alper

    Mary
    Beth Breslin

    Re:
    Hennessy
    Capital Investment Corp. VII

    Registration
    Statement on Form S-1

    Filed
    November 8, 2024

    File
    No. 333-283087

Ladies
and Gentlemen:

On
behalf of Hennessy Capital Investment Corp. VII (the “Company”), we transmit herewith the above-referenced
Registration Statement on Form S-1 (the “Registration Statement”) via the Commission’s EDGAR system.
In this letter, we respond to the comments of the staff (the “Staff”) of the Division of Corporation Finance
of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated December
5, 2024 (the “Letter”). For ease of reference, the numbered paragraphs below correspond to the numbered comments
in the Letter, with the Staff’s comments presented in bold font type.

The
responses below follow the sequentially numbered comments from the Letter. All page references in the responses set forth below refer
to page numbers in the Registration Statement. Capitalized terms used but not otherwise defined herein have the meanings ascribed to
such terms in the Registration Statement.

Registration
Statement on Form S-1 filed November 8, 2024 Summary

Our
Business Combination Process, page 13

1. You
                                            state that you do not believe that the fiduciary, contractual or other obligations or duties
                                            of your officers or directors will materially affect your ability to complete our initial
                                            business combination. Please expand your disclosure to explain the basis for this belief.

  Response: In
                                            response to the Staff’s comment, the Company has revised the disclosure on pages 14,
                                            35, 113, and 144 of the Registration Statement accordingly.

Sidley
Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other
Sidley Austin partnerships.

December
9, 2024

Page 2

Our
Sponsor, page 14

2. We
                                            note the disclosure that in order to facilitate your initial business combination or for
                                            any other reason determined by your sponsor in its sole discretion, your sponsor may surrender
                                            or forfeit, transfer or exchange your founder shares, private placement units or any of your
                                            other securities, including for no consideration, as well as subject any such securities
                                            to earn-outs or other restrictions, or otherwise amend the terms of any such securities or
                                            enter into any other arrangements with respect to any such securities. Please add risk factor
                                            disclosure about risks that may arise from the sponsor having the ability to remove itself
                                            as your sponsor before identifying a business combination, including through the unconditional
                                            ability to transfer the founder shares or otherwise.

  Response: In
                                            response to the Staff’s comment, the Company has revised the disclosure on page 74
                                            of the Registration Statement accordingly.

We
may not be able to complete an initial business combination., page 49

3. With
                                            a view toward disclosure, please tell us whether your sponsor is, is controlled by, has any
                                            members who are, or has substantial ties with, a non-U.S. person.

  Response: The
                                            Company respectfully notes the Staff’s comment and confirms that the Company’s
                                            sponsor is not, is not controlled by, and does not have substantial ties with or any members
                                            who are, a non-U.S. person. In response to the Staff’s comment, the Company has revised
                                            the disclosure on page 49 of the Registration Statement accordingly.

 General

4. We
                                            note references to “non-managing investors” on pages 79 and 182, but do not see
                                            additional disclosure elsewhere describing them. Please revise or advise.

  Response: In
                                            response to the Staff’s comment, the Company has revised the disclosure on pages 79
                                            and 182 of the Registration Statement accordingly.

*
* * * *

December 9, 2024

Page 3

If
you have any questions regarding the foregoing or the Registration Statement, please contact the undersigned at (212) 839-5444.

    Very
    truly yours,

    /s/
    Michael P. Heinz

    Michael
    P. Heinz

    cc:

    Daniel
    J. Hennessy, Hennessy Capital Investment Corp. VII

    Jeffrey
    N. Smith, Sidley Austin LLP

    Douglas
    Ellenoff, Ellenoff Grossman & Schole LLP

    Stuart
    Neuhauser, Ellenoff Grossman & Schole LLP

    Simon
    Raftopoulos, Appleby (Cayman) Ltd.

    Alexandra
    Low, Appleby (Cayman) Ltd.