Financial Position - As of June 30, 2023, the company had cash of approximately $163,000 and negative working capital of approximately $2,690,000[105] - As of June 30, 2023, the company has approximately $163,000 in cash and approximately $2,690,000 of negative working capital, including $813,000 of deferred compensation[118] - The company has no long-term debt, capital lease obligations, or long-term liabilities as of June 30, 2023[125] - The company has no off-balance sheet financing arrangements or special purpose entities as of June 30, 2023[123] Operational Performance - For the three and six months ended June 30, 2023, the company reported a loss from operations of approximately $2,173,000 and $3,217,000, respectively[108] - The company has not generated any revenues to date and only incurs non-operating income from interest on cash and investments[106] Income and Expenses - Other income for the three and six months ended June 30, 2023, was approximately $3,271,000 and $4,767,000, respectively, primarily from interest income on investments in the Trust Account[110] - The provision for income taxes for the three and six months ended June 30, 2023, was $840,000 and $1,610,000, respectively, due to significant taxable interest income[112] - The company incurred increased expenses due to being a public company, including legal, financial reporting, and consulting fees[106] - The company has agreed to compensate its President, COO, and CFO $29,000 per month prior to the initial Business Combination, with a total of approximately $249,000 charged for operations for the three months ended June 30, 2023[127] Initial Public Offering and Trust Account - The total proceeds from the initial public offering were approximately $343,940,000, with about $340,930,000 deposited into the Trust Account[113] - The company expects to use substantially all funds in the Trust Account to complete its initial Business Combination[114] Business Combination and Financing - The company has engaged in discussions with potential business combination partners but has not yet entered into a definitive agreement[102] - The company anticipates significant costs in pursuing an initial Business Combination, which may affect its liquidity[105] - The company may need to obtain additional financing to complete its initial Business Combination if the cash portion of the purchase price exceeds available funds[122] - The company received a loan of $200,000 from the Sponsor in June 2023, which bears no interest and may be converted into 133,333 Warrants at the lender's option[126] - The company does not expect to seek loans from parties other than its Sponsor, as it believes third parties will not provide such funds[121] - The company plans to receive working capital loans from its Sponsor to address uncertainties regarding its ability to continue as a going concern[118] Liquidation Risk - If the company cannot complete a Business Combination by October 1, 2023, it may be forced to liquidate unless an extension is approved by shareholders[118] - The company does not believe it will need to raise additional funds following its initial public offering to meet operating expenditures[122]

Financial Position - As of March 31, 2023, the company had cash of approximately $340,000 and negative working capital of approximately $1,364,000[100]. - As of March 31, 2023, the company has no long-term debt, capital lease obligations, or operating lease obligations[117]. - The company has no obligations, assets, or liabilities considered off-balance sheet arrangements[116]. Operational Performance - For the three months ended March 31, 2023, the company reported a loss from operations of approximately $1,045,000, primarily due to public company costs and expenses related to searching for a suitable business combination[103]. - The company incurred other expenses of approximately $1,114,000 for the three months ended March 31, 2023, reflecting an increase in the fair value of warrant liabilities[105]. - An aggregate of approximately $249,000 was charged for operations for the three months ended March 31, 2023[118]. Revenue Generation - The company has not generated any revenues to date and will not do so until after completing its initial business combination[101]. Interest Income - Interest income for the three months ended March 31, 2023, was approximately $3,655,000, significantly higher than the $25,000 reported for the same period in 2022 due to increased interest rates[106]. Initial Public Offering and Trust Account - The net proceeds from the initial public offering were approximately $343,940,000, with about $340,930,000 deposited into the Trust Account[107]. - The company plans to use substantially all funds in the Trust Account to complete its initial business combination and cover taxes[108]. Business Combination Plans - If the company cannot complete a business combination before October 1, 2023, it may be forced to liquidate unless it receives an extension approval from shareholders[111]. - The company has engaged in discussions with potential business combination partners but has not yet entered into a definitive agreement[97]. - The company expects to incur significant costs in pursuing an initial business combination, which may continue to increase substantially[101]. Compensation and Administrative Costs - The company pays Hennessy Capital Group LLC $15,000 per month for administrative support[117]. - Compensation for the President and Chief Operating Officer, as well as the Chief Financial Officer, is $29,000 per month, with $14,000 payable upon the completion of the initial Business Combination[118]. - Deferred compensation related to key personnel amounts to approximately $691,000 from September 29, 2021, to March 31, 2023[118]. Financing Considerations - The company does not expect to raise additional funds following the initial public offering to meet operating expenditures[114]. - If the cash portion of the purchase price exceeds the amount available from the Trust Account, the company may need to seek additional financing[114]. - The company may enter into engagement letters with consultants and advisors for the initial Business Combination, which may include contingent or success fees[120].

IPO and Fundraising - The company completed its initial public offering (IPO) on October 1, 2021, raising gross proceeds of $300.0 million from the sale of 30,000,000 units, with offering costs of approximately $16.5 million[21]. - An additional 4,092,954 units were sold under the underwriters' over-allotment option, generating approximately $40.9 million in gross proceeds, bringing total gross proceeds from the IPO to approximately $340.9 million[24]. - The company has raised over $850 million in PIPE and backstop capital to support its business combinations[37]. - The company raised approximately $343,940,000 from its initial public offering after deducting offering expenses of about $990,000 and underwriting commissions of approximately $6,819,000[153]. - The company’s sponsor purchased an aggregate of 4,312,500 founder shares for a total price of $25,000, approximately $0.006 per share[212]. - The company’s sponsor and investors acquired 7,212,394 private placement warrants for $10,818,590, averaging $1.50 per warrant[213]. Business Strategy and Focus - The company is focusing on acquiring businesses in the industrial technology sectors with an aggregate enterprise value of $1 billion or greater[26]. - The company aims to acquire businesses with an aggregate enterprise value of $1 billion or greater[44]. - The company plans to focus on businesses in large addressable markets within industrial technology sectors[44]. - Hennessy Capital has identified over 700 potential target companies since 2014, with over 150 resulting in meaningful engagement[40]. - The company is well-positioned to leverage its management team's relationships to generate attractive acquisition opportunities[33]. Management and Experience - The management team has a track record of completing four business combinations with a combined total enterprise value of $4.4 billion[37]. - The management team has extensive experience in private equity and has successfully brought growth companies to public markets[28]. - The management team has extensive operational and transactional experience, providing a substantial number of potential business combination targets[53]. - The board of directors has extensive experience in acquisitions, divestitures, and corporate strategy, enhancing the company's competitive position[34]. - Daniel J. Hennessy has served as Chairman and CEO since the company's formation and has extensive experience in private equity and public company governance[182]. Financial Position and Risks - As of December 31, 2022, Hennessy Capital has $332,465,000 available for business combinations, assuming no redemptions[55]. - The company has not secured third-party financing for its business combination, and there is no assurance it will be available[55]. - The company is subject to a new 1% U.S. federal excise tax on certain stock repurchases, which could affect cash available for business combinations[127]. - There is substantial doubt about the company's ability to continue as a "going concern" due to potential financing needs and deadlines for business combination[129]. - The company may experience significant dilution if it raises additional funds through equity or convertible debt securities, impacting existing stockholders[121]. Redemption and Shareholder Rights - The company will provide public stockholders the opportunity to redeem shares either through a stockholder meeting or a tender offer[71]. - The company will not redeem public shares if it causes net tangible assets to fall below $5,000,001 to avoid SEC's "penny stock" rules[79]. - The company intends to redeem public shares if the initial business combination is not completed by October 1, 2023, which will extinguish stockholders' rights[98]. - Public stockholders are restricted from seeking redemption rights for more than 15% of the shares sold in the initial public offering without prior consent[80]. - If the initial business combination is not completed, public stockholders who elected to redeem their shares will not be entitled to any redemption[84]. Operational Costs and Compensation - The company will pay a total of $15,000 per month to an affiliate of the sponsor for office space and administrative support[60]. - The company will pay each of its President and Chief Operating Officer, and Chief Financial Officer, $29,000 per month prior to the initial business combination, with $14,000 payable upon successful completion[60]. - The company incurred significant costs related to being a public company, including legal and consulting fees, which are expected to continue increasing[148]. - Compensation for key executives includes $29,000 per month for the President and Chief Operating Officer, with a total of approximately $996,000 charged for operations in 2022[165]. Governance and Compliance - The audit committee is composed entirely of independent directors, ensuring compliance with Nasdaq listing standards[194]. - Ms. Brunelle qualifies as an "audit committee financial expert" under SEC rules, indicating her expertise in financial management[195]. - The company has not established specific minimum qualifications for directors but considers various factors such as integrity and professional reputation[201]. - The company intends to disclose any amendments to its Code of Ethics in a Current Report on Form 8-K[202]. Market Conditions and Challenges - Economic downturns and volatility in capital markets may hinder the company's ability to obtain financing for its initial business combination[121]. - Military conflicts, such as in Ukraine, could lead to increased price volatility for publicly traded securities, complicating the identification and consummation of a business combination[122]. - The company faces intense competition from various entities, including private investors and public companies, which may limit its ability to acquire sizable target businesses due to relatively limited financial resources[106].

Financial Position - As of September 30, 2022, the company had cash of approximately $1,073,000 and working capital of approximately $592,000[113]. - The company reported negative stockholders' equity due to accounting for Class A common stock as redeemable stock[115]. - As of September 30, 2022, the company had approximately $1,073,000 in cash and $592,000 in working capital, raising concerns about its ability to continue operations beyond one year without completing a Business Combination[141]. - The company has no long-term debt or capital lease obligations as of September 30, 2022[131]. Operational Performance - The company incurred a loss from operations of approximately $580,000 and $1,736,000 for the three and nine months ended September 30, 2022, respectively[116]. - The company has not generated any revenues to date and only incurs non-operating income from interest on cash and cash equivalents[114]. - Approximately $249,000 and $747,000 were charged for operations for the three and nine months ended September 30, 2022, respectively[132]. Income and Expenses - Other income for the three and nine months ended September 30, 2022, was approximately $3,539,000 and $14,726,000, respectively, primarily due to the reduction in fair value of warrant liability and interest income[118]. - The Company recorded income tax expense of approximately $300,000 for the three months ended September 30, 2022, compared to $0 for the same period in 2021[151]. - The effective tax rate for the three months ended September 30, 2022, was approximately 10%, while the nine-month effective tax rate was about 2%[151]. - As of September 30, 2022, the Company has a deferred tax asset of approximately $440,000, primarily related to start-up costs[151]. Initial Public Offering - The net proceeds from the initial public offering were approximately $343,940,000, with about $340,930,000 deposited into the Trust Account[119]. - The gross proceeds from the Public Offering amounted to $340,930,000, with Class A common stock subject to redemption valued at $342,171,000 as of September 30, 2022[156]. - The company incurred approximately $19,741,000 in costs related to its initial public offering, including $18,750,000 in underwriters' discount[149]. Business Combination - The company expects to use substantially all funds in the Trust Account to complete its initial Business Combination[120]. - The company has engaged in discussions with potential business combination partners but has not yet entered into a definitive agreement[110]. - The company anticipates significant costs in pursuing its initial Business Combination, which may affect its liquidity[124]. - If the company cannot complete a Business Combination before October 1, 2023, it may be forced to liquidate unless it receives shareholder approval for an extension[124]. - The company may need to seek additional financing to complete its initial Business Combination if the cash portion of the purchase price exceeds the amount available from the Trust Account[128]. Stock and Warrant Valuation - The estimated fair value of the warrant liability was determined using Level 3 inputs, with Public Warrants trading at $0.26 per warrant as of September 30, 2022[139][140]. - The fair value of the Warrants is estimated using a binomial lattice simulation approach, with changes recognized as a non-cash gain or loss on the statements of operations[158]. - The Company has 34,092,954 public shares that contain a redemption feature, which allows for redemption in connection with a business combination[154]. - Changes in the carrying amount of redeemable Class A common stock are affected by adjustments to additional paid-in capital[156]. Management Compensation - The company has agreed to compensate its President and Chief Operating Officer, as well as its Chief Financial Officer, $29,000 per month prior to the consummation of the initial Business Combination[132]. Tax Benefits - No unrecognized tax benefits were reported as of September 30, 2022, or December 31, 2021[152]. - The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense, with no amounts accrued for interest and penalties as of September 30, 2022[152]. Reporting Classification - The Company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[160].