Item 1.02 Termination of 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 (as amended and restated on June 19, 2021, the "Merger Agreement") with 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, Prime Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiary of PubCo, and Plus Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands and wholly-owned subsidiary of Plus, to effect HCIC's initial business combination with Plus. In light of recent developments in the regulatory environment outside of the United States, Plus is pursuing a potential restructuring of certain aspects of its business. Given the November 8, 2021 "outside date" set forth in the Merger Agreement, HCIC and Plus have mutually agreed to terminate the Merger Agreement effective as of November 8, 2021.

HCIC and Plus may enter into discussions with respect to a potential new business combination transaction following any such restructuring, though they are under no obligation to do so and there can be no assurance that any such discussions would result in the parties reaching a definitive agreement with respect to a potential new business combination.

Neither party will be required to pay the other a termination fee as a result of the mutual decision to terminate the Merger Agreement.

Item 7.01 Regulation FD Disclosure.

On November 8, 2021, HCIC and Plus issued a joint press release announcing the mutual termination of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The foregoing information (including Exhibit 99.1 hereto) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 of 1933, as amended, or the Exchange Act.





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Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or HCIC's or Plus's future plans, strategy and performance. Such forward-looking statements include, but are not limited to, the restructuring of certain aspects of Plus's business and statements relating to the proposed business combination between Plus and HCIC, including possible future discussions between the parties with respect to a potential new business combination transaction. Such forward-looking statements are based on current expectations that are subject to numerous important factors, risks and uncertainties that may cause actual events or results to differ materially from expectations expressed or implied by such forward-looking statements. Investors are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. These forward-looking statements are made as of the date of this Current Report on Form 8-K, and neither HCIC nor Plus assumes any obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by law.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Number    Description
99.1        Joint Press Release of Hennessy Capital Investment Corp. V and PlusAI
          Corp issued November 8, 2021
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document).




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