PlusAI, Inc. (?Plus?) entered into a definitive agreement to acquire Hennessy Capital Investment Corp. V (NasdaqCM:HCIC) from Hennessy Capital Partners V LLC and others for $2.7 billion in a reverse merger transaction on May 7, 2021. Under the terms of the agreement, the aggregate consideration to be paid to existing Plus shareholders is $2.72 billion. The consideration will be paid entirely in stock, comprised of newly issued ordinary shares of resulting issuer. Under the terms of the merger agreement, the aggregate consideration to be paid to existing Plus shareholders as a result of the F-Reorg Merger and Plus Merger is expected to be up to approximately 272 million shares of newly issued ordinary shares of PubCo, par value of $0.000002, designated as Class A Ordinary Shares, which are expected to have one vote per share and ordinary shares of PubCo, par value of $0.000002, designated as Class B Ordinary Shares, which are expected to have eigh votes per share, with such PubCo Shares valued at $10 per share. A portion of the aggregate consideration of PubCo Shares will be subject to forfeiture restrictions or other restrictions or in the form of options or warrants of PubCo, in each case to the same extent to which the securities of existing Plus securityholders are subject to forfeiture restrictions or other restrictions or held in the form of options or warrants. In connection with the execution of the agreement, on May 7, 2021, Hennessy Capital and Plus entered into separate subscription agreements with a number of investors, pursuant to which the PIPE Investors have agreed to subscribe for and purchase an aggregate of 15 million Plus Class A ordinary shares for a purchase price of $10.00 per share and at an aggregate purchase price of $150 million in a private placement. Under the terms of the transaction, Plus?s existing shareholders will convert 100% of their ownership stakes into the combined company and are expected to own approximately 82% of the post-combination company at close. PIPE investors will own approximately 5% and current Hennessy Capital public shareholders will own 13% of the combined company. The transaction is expected to deliver to Plus up to approximately $500 million in gross proceeds, including?approximately $345 million of cash held in HCIC V?s trust account from its initial public offering in January 2021, assuming no redemptions by HCIC V?s public stockholders to support Plus through the launch of Plus?s L4 driver?-out?solution and until Plus is projected to become free cash flow positive. Upon closing, Plus will be a publicly traded company and its common stock is expected to trade on the NYSE under the ticker symbol ?PLAV?. The transaction is subject to the satisfaction of the necessary regulatory approvals and customary closing conditions, including the approval of Hennessy Capital?s shareholders, approval of Plus? shareholders, Hennessy Capital having at least $5,000,001 of net tangible assets, all required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have been completed and any applicable waiting period (and any extension thereof) under the HSR Act shall have expired or been terminated, the registration statement shall have been declared effective, listing of shares to be issued as consideration either on the Nasdaq or on the NYSE, execution of registration rights agreement, Hennessy Capital's shareholder approval for the F-Reorg Consent shall have been obtained, Plus shall have delivered to Hennessy Capital each Closing Lock-Up Agreement that has been executed by an Additional Lock-Up Shareholder, and completion of?private placement for gross proceeds of $150 million. The transaction has been unanimously approved by the Boards of Directors of both Plus and Hennessy Capital and is expected to close in the third quarter of 2021.?As of August 17, 2021, Hennessy Capital anticipates the closing will occur in the second half of 2021. Goldman Sachs (Asia) L.L.C. is acting as exclusive financial advisor and Xiaoxi Lin, Jeffrey Cohen and Peter Cohen-Millstein of Linklaters and David Zhang and Ben James of Kirkland & Ellis are acting as legal counsel to PlusAI, Inc. Barclays Capital Inc. is acting as financial and capital markets advisor and Jeffrey N. Smith, Michael P. Heinz, Dirk W. Andringa, Christian Brause, Raymond Oh, Ling Chen, Lauren A. Gallagher, Samuel N. Tiu, Anne Sutton and Ash Nagdev of Sidley Austin LLP are acting as legal counsel to Hennessy Capital. Goldman Sachs and Barclays Capital Inc. are acting as joint placement agents in the transaction. Kyungwon (Won) Lee and Terrence O?Donnell of Shearman & Sterling acted as legal advisors to Goldman Sachs and Barclays Capital Inc.