HENNESSY CAPITAL INVESTMENT CORP. V : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Merger Agreement and Plan of Reorganization

On May 7, 2021, Hennessy Capital Investment Corp. V ("HCIC") entered into a Merger Agreement and Plan of Reorganization (the "Merger Agreement") to effect an initial business combination, by and among HCIC, PlusAI Corp, an exempted company incorporated with limited liability in the Cayman Islands ("Plus" or the "Company"), 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 the Company ("Plus Holdings").

Pursuant to the Merger Agreement, a business combination between HCIC and Plus (the "Business Combination") will be effected through (a) the merger of Prime Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and wholly-owned subsidiary of Plus Holdings, with and into the Company, with the Company surviving as a wholly-owned subsidiary of Plus Holdings (the "F-Reorg Merger"); (b) following the F-Reorg Merger, the merger of First Merger Sub with and into Plus Holdings, with Plus Holdings surviving as a wholly-owned subsidiary of PubCo (the "Plus Merger"); and (c) simultaneously with, and as part of the same overall transaction as the Plus Merger, the merger of Second Merger Sub with and into HCIC, with HCIC surviving as a wholly-owned subsidiary of PubCo (the "HCIC Merger" and, together with the Plus Merger, the "Mergers"). As a result of the Mergers, Plus Holdings and HCIC each will become a direct wholly-owned subsidiary of PubCo, the Company will become a direct wholly-owned subsidiary of Plus Holdings and PubCo will become a publicly traded company.

Consideration; Conversion of Securities

Under the terms of the Merger Agreement, the aggregate consideration to be paid to existing Plus shareholders in the Mergers is $2,720,000,000, subject to certain adjustments contained in the Merger Agreement, including reductions for (i) indebtedness, (ii) certain amounts required to be paid pursuant to existing subscription agreements of the Company, to the extent such amounts are not paid in full by July 5, 2021, and (iii) the amount of a share reserve attributable to a Company Share Purchase Warrant (as defined in the Merger Agreement), in each case as more specifically set forth in the Merger Agreement. The consideration will be paid entirely in stock, comprised of newly issued ordinary shares of PubCo at a price of $10.00 per share.

As a result of the Plus Merger, (a) each outstanding share of preferred stock of Plus Holdings (other than the Plus Holdings Series A-3 Preferred Shares (as defined in the Merger Agreement)) and each outstanding ordinary share of Plus as of immediately prior to the Effective Time will be cancelled in exchange for the right to receive the number of ordinary shares of PubCo, par value of $0.000002, designated as Class A Ordinary Shares, which are expected to have one (1) vote per share ("PubCo Class A Ordinary Shares") equal to the Exchange Ratio (as defined below); (b) each outstanding Plus Holdings Series A-3 Preferred Share as of immediately prior to the Effective Time will be cancelled in exchange for the right to receive the number of ordinary shares of PubCo, par value of $0.000002, designated as Class B Ordinary Shares, which are expected to have eight (8) votes per share ("PubCo Class B Ordinary Shares" and together with the PubCo Class A Ordinary Shares, "PubCo Shares") equal to the Exchange Ratio; and (c) each Plus Holdings Assumed Convertible Security (as defined in the Merger Agreement) will be assumed by PubCo in accordance with its terms and converted into the right to receive convertible securities in PubCo as determined by the Exchange Ratio. If an ordinary share of Plus Holdings is subject to forfeiture restrictions or other restrictions immediately prior to the Effective Time, then the PubCo Class A Ordinary Shares received in exchange would be subject to an equivalent forfeiture restriction or other restrictions.

"Exchange Ratio" means the following ratio: the quotient obtained by dividing (a) the number of PubCo Shares equal to the quotient determined by dividing (i) the Aggregate Merger Consideration Amount by (ii) $10.00 by (b) the Plus Holdings Deemed Outstanding Shares (as defined in the Merger Agreement) less the number of Plus Holdings Deemed Outstanding Shares attributable to the Company Share Purchase Warrant (as defined in the Merger Agreement).

"Aggregate Merger Consideration Amount" means (x) (i) $2,720,000,000; minus (ii) the estimated indebtedness of the Company as of the Effective Time; and minus (iii) certain amounts required to be paid pursuant to existing subscription agreements of the Company, to the extent not fully paid by certain payment deadlines; multiplied by (y) (i) one hundred percent (100%) minus (ii) (A) the quotient equal to the number of Plus Holdings Deemed Outstanding Shares attributable to the Company Share Purchase Warrant divided by the Plus Holdings Deemed Outstanding Shares (if the Company Share Purchase Warrant is executed prior to the Closing of the Business Combination (the "Closing")) or (B) twenty percent (20%) (if the Company Share Purchase Warrant is not executed prior to the Closing).

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As a result of the HCIC Merger, (a) each outstanding share of HCIC common stock will be cancelled in exchange for the right to receive for one PubCo Class A Ordinary Share, and (b) each outstanding HCIC warrant will become exercisable for one PubCo Class A Ordinary Share on the same terms and conditions.

Registration Statement and Proxy Statement

As promptly as practicable after the date of the Merger Agreement, HCIC and PubCo will prepare and file a registration statement on Form F-4 (the "Registration Statement") with the Securities and Exchange Commission (the "SEC"), which will include a prospectus with respect to PubCo's securities to be issued in connection with the Merger Agreement 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 with Plus and other matters to be described in the Registration Statement (the "Proxy Statement").

Stock Exchange Listing

The parties to the Merger Agreement will cooperate to use commercially reasonable efforts to cause the shares and warrants of PubCo to be issued in connection with the Business Combination to be approved for listing as of the Closing date on either the Nasdaq Capital Market or the New York Stock Exchange (the "NYSE") (as mutually agreed by HCIC and the Company).

Representations, Warranties and Covenants

The Merger Agreement contains customary representations, warranties and . . .

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above under the heading "PIPE Subscription Agreements" in Item 1.01 of this Current Report is incorporated by reference herein. The PubCo Class A Ordinary Shares to be issued in the PIPE pursuant to the PIPE Subscription Agreements will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 7.01 Regulation FD Disclosure.

On May 10, 2021, HCIC and the Company issued a joint press release announcing the execution of the Merger Agreement. The press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation dated May 2021 that will be used by HCIC and the Company in connection with the Business Combination.

HCIC and Company management will hold a joint investor conference call on May 10, 2021 at 8:30 a.m. Eastern time to discuss the proposed Business Combination (the "Conference Call") which will be made available via webcast on HCIC's website at www.hennessycapllc.com and on the Company's investor relations website at www.plus.ai/investors. An archived version of the Conference Call will be available after completion of the Conference Call on such websites of HCIC and the Company. Furnished as Exhibit 99.3 hereto and incorporated into this Item 7.01 by reference is a copy of the transcript of the Conference Call.

Attached as Exhibit 99.4 are the Company's unaudited consolidated financial statements as of and for the years ended December 31, 2019 and 2020.

The foregoing information (including Exhibits 99.1, 99.2, 99.3 and 99.4) 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, PubCo will file a Registration Statement on Form F-4 (the "Registration Statement") with the SEC, which will include a prospectus with respect to PubCo'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"). Following the Registration Statement having 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, PubCo and HCIC will file other relevant materials with the SEC in connection with the proposed Business Combination. Security holders of Plus, PubCo, 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, PubCo, 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 PubCo 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 www.plus.ai/investors.com when available or by directing a request to PubCo at Wen Han by email at [e-mail], and/or on HCIC's website 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 [phone]. 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

The Company, HCIC and PubCo 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.

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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 estimates and forecasts of financial and performance metrics and projections of market opportunity and market share; (2) references with respect to the anticipated benefits of the proposed Business Combination and the projected future financial performance of Plus and Plus's operating companies following the proposed Business Combination; (3) changes in the market for Plus's products and services and expansion plans and opportunities; (4) Plus's unit economics; (5) the sources and uses of cash of the proposed Business Combination; (6) the anticipated capitalization and enterprise value of the combined company following the consummation of the proposed Business Combination; (7) the projected technological developments of Plus and its competitors, (8) anticipated short- and long-term customer benefits; (9) current and future potential commercial and customer relationships; (10) the ability to manufacture efficiently at scale; (11) anticipated investments in research and development and the effect of these investments and timing related to commercial product launches and (12) 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 the Company'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 the Company and HCIC. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the proposed Business Combination, 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; failure to realize the anticipated benefits of the proposed Business Combination; risks relating to the uncertainty of the projected financial information with respect to the Company; Plus's ability to successfully and timely develop, manufacture, sell and expand its technology and products, including autonomous driving offerings and otherwise implement its growth strategy; Plus's ability to adequately manage any supply chain risks, including the purchase of a sufficient supply of critical components incorporated into its product offerings; risks relating to Plus's operations and business, including information technology and cybersecurity risks, failure to adequately forecast supply and demand, loss of key customers and deterioration in relationships between Plus and its employees; Plus's ability to successfully collaborate with business partners; demand for Plus's current and future offerings; risks that orders that have been placed for Plus's products are cancelled or modified; risks related to increased competition; risks relating to potential disruption in the transportation and shipping infrastructure, including trade policies and export controls; risks that Plus is unable to secure or protect its intellectual property; risks of product liability or regulatory lawsuits relating to Plus's products and services; risks that the post-combination company experiences difficulties managing its growth and expanding operations; the uncertain effects of the COVID-19 pandemic; and those risk factors discussed in documents of PubCo 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 the Company presently know or that HCIC and the Company 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 the Company's expectations, plans or forecasts of future events and views as of the date of this report. HCIC and the Company anticipate that subsequent events and developments will cause HCIC's and the Company's assessments to change. However, while HCIC and the Company may elect to update these forward-looking statements at some point in the future, . . .

Item 9.01 Financial Statements and Exhibits.

 (d) Exhibits




Number   Description

2.1*       Merger Agreement and Plan of Reorganization, dated as of May 7, 2021,
         by and among Hennessy Capital Investment Corp. V, PlusAI Corp, Plus
         Inc.., Prime Merger Sub I, Inc., Prime Merger Sub II, Inc. and Plus
         Holdings Ltd.

10.1       Form of PIPE Subscription Agreement

10.2       Form of Shareholder Support Agreement

10.3       Sponsor Support Agreement, dated as of May 7, 2021, by and among
         PlusAI Corp, Plus Holdings Ltd., Hennessy Capital Partners V LLC and the
         other stockholders of Hennessy Capital Investment Corp. V set forth
         therein

99.1       Joint Press Release of Hennessy Capital Investment Corp. V and PlusAI
         Corp issued May 10, 2021

99.2       Investor Presentation dated May 2021

99.3       Transcript of May 10, 2021 Joint Hennessy Capital Investment Corp. V
         and PlusAI Corp Conference Call

99.4       Unaudited consolidated financial statements of PlusAI Corp as of and
         for the years ended December 31, 2019 and 2020

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Hennessy

Capital Investment Corp. V agrees to furnish supplementally a copy of any

omitted schedule to the Securities and Exchange Commission upon request.

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