Company Overview - Namib Minerals is set to trade under the ticker "NAMM" on Nasdaq starting June 6, 2025, marking it as the largest African company to go public via SPAC [1] - The business combination with Hennessy Capital Investment Corp. VI (HCVI) was approved by HCVI stockholders on May 6, 2025 [1][3] - Namib Minerals has a historical track record of over two decades in gold mining, with one producing gold mine and two historically producing mines currently being prepared for restart [2] Mining Assets and Operations - Namib's How Mine has produced approximately 1.82 million ounces of gold from 1941 to December 31, 2024, and is known for its low production costs [2] - The company also holds significant mineral resources in its other principal assets, Mazowe Mine and Redwing Mine, which are in the process of restarting operations [2] - In the Democratic Republic of Congo (DRC), Namib has interests in 13 exploration permits, including identified copper and cobalt potential [2] Strategic Goals and Future Outlook - The CEO of Namib stated that becoming a publicly listed company will accelerate development across its portfolio and enhance its role in African mining [2] - The merger is expected to position Namib for further expansion of its mining assets and strategic investments to create sustained value for stakeholders [3] - Namib aims to drive sustainable growth and innovation in Zimbabwe's mining industry while exploring alternative areas of growth [4]

Financial Position - The Company had approximately $891,000 in cash and approximately $23,982,000 of negative working capital as of March 31, 2025[153]. - As of March 31, 2025, the company had approximately $891,000 in cash and $23,871,000 of negative working capital, indicating a need for additional working capital[209]. - The company incurred approximately $505,000 and $475,000 in outstanding working capital loans as of April 28, 2025, and March 31, 2025, respectively[212]. - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2025[218][219]. Business Combination - On June 17, 2024, the Company entered into a Business Combination Agreement with PubCo and Greenstone, an established gold producer[156]. - The Business Combination Agreement was amended on April 14, 2025, to extend the outside date to May 1, 2025, and remove the minimum cash condition[157]. - The proposed business combination with Greenstone is expected to create a publicly traded company operating under the name "Namib Minerals" on Nasdaq[158]. - The Company has extended its completion window to May 31, 2025, as permitted by its Amended and Restated Certificate of Incorporation[161]. - The Company is incurring significant costs in the pursuit of an initial business combination[153]. - The probability of closing a business combination has increased from 9.7% in October 2023 to 90% by March 31, 2025, impacting the fair value of the Polar Subscription Agreements significantly[229]. - The company intends to use substantially all funds held in the Trust Account to complete its initial Business Combination[201]. Stockholder Actions - Stockholders holding 3,251,056 shares of the Company's Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account during the Special Meeting on May 6, 2025[163]. - Stockholders approved the extension of the initial Business Combination deadline from October 1, 2023, to January 10, 2024, at the September 2023 Extension Meeting[165]. - At the January 2024 Extension Meeting, stockholders extended the deadline to September 30, 2024, allowing for further extensions up to June 30, 2025[167]. Redemptions - In October 2023, the company redeemed 8,295,189 public shares for approximately $86,171,000, or about $10.39 per share[170]. - In January 2024, the company redeemed 20,528,851 public shares for approximately $215,340,000, or about $10.49 per share[171]. - Following the September 2024 Extension Meeting, the company redeemed 1,992,461 public shares for approximately $21,400,000, or about $10.74 per share[172]. - The company recorded a liability of approximately $861,000 related to the October 2023 redemptions, and liabilities of approximately $3,229,000 and $3,230,000 for January 2024 and September 2024 redemptions, respectively[173]. - The company recorded an excise tax liability of approximately $2,368,000 related to redemptions from January 2024 and September 2024, bringing the total accrued liability for excise tax to approximately $3,230,000 as of March 31, 2025[208]. Non-Redemption Agreements - In September 2023, the company entered into non-redemption agreements with investors for 25,688,054 public shares, resulting in a deemed contribution of approximately $1,825,000[175]. - In January 2024, the company entered into non-redemption agreements for 5,112,264 public shares, with a deemed contribution of approximately $1,500,000[177]. - In September 2024, the company entered into non-redemption agreements for 3,238,379 public shares, with a deemed contribution of approximately $6,670,000[179]. Expenses and Losses - For the three months ended March 31, 2025, the company reported a loss from operations of approximately $1,369,000, including $1,007,000 in business combination costs and $267,000 in public company costs[193]. - The company incurred other expenses of approximately $1,863,000 related to changes in fair value of extension notes payable and $558,000 for warrant liabilities for the three months ended March 31, 2025[195]. - The company has incurred increased expenses due to being a public company, which are expected to continue to rise substantially[189]. Contributions and Agreements - The company entered into a subscription agreement with Polar for a $900,000 cash contribution to cover working capital expenses, with repayment options upon closing[180]. - The estimated fair value of the Polar Subscription Agreement I increased to $8,813,000 at March 31, 2025, reflecting a $1,665,000 increase over the previous three months, with a probability of an initial business combination closing of 90%[185]. - The estimated fair value of the Polar Subscription Agreement II was approximately $2,570,000 at March 31, 2025, an increase of approximately $198,000 during the three months then ended, with a probability of business combination closing of 90%[186]. - The company received proceeds of $1,750,000 under the Polar Subscription Agreement II on April 1, 2024[183]. - The company has received cash contributions of $900,000 and $1,750,000 from Polar to cover working capital expenses, which are to be repaid upon closing of an initial business combination[213][214]. Financing and Debt - The company does not expect to seek loans from parties other than its Sponsor and affiliates, indicating limited external financing options[216]. - The company may need to seek additional financing to complete its initial business combination if costs exceed expectations or if significant public shares are redeemed[217]. - The company has incurred deferred compensation obligations of approximately $1,186,000 for its executives from September 29, 2021, to March 31, 2025[224].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40846 HENNESSY CAPITAL INVESTMENT CORP. VI (Exact name of registrant as specified in its charter) | Delaware | | 86-1626937 | | --- | --- | --- | ...

Financial Position - The Company had approximately $890,000 in cash and approximately $17,626,000 of negative working capital at September 30, 2024[139]. - As of September 30, 2024, the Company had approximately $890,000 in cash and approximately $17,625,000 of negative working capital, indicating a need for additional working capital[190]. - The Company has a working capital loan of $200,000 from the Sponsor, which may be converted into Warrants at the lender's option[192]. - The Company received proceeds of $1,750,000 under the Polar Subscription Agreement II on April 1, 2024[163]. - The Company entered into Polar Subscription Agreement I and II, receiving cash contributions of $900,000 and $1,750,000 respectively to cover working capital expenses, which are to be repaid upon closing of an initial business combination[194][195]. Business Combination Efforts - A Business Combination Agreement was entered into on June 17, 2024, with Greenstone Corporation, a gold producer focused in Zimbabwe[141]. - The Proposed Business Combination is expected to result in Greenstone becoming a wholly-owned subsidiary of PubCo, which will operate under the name "Namib Minerals" and trade on Nasdaq[142]. - The closing of the Mergers is contingent upon having at least $25.0 million in cash available in the Trust Account after redemptions[144]. - Stockholders approved an extension to complete the initial Business Combination until September 30, 2024[147]. - Stockholders approved the extension of the deadline for the Company to complete an initial Business Combination from September 30, 2024, to March 31, 2025, with potential further extensions until June 30, 2025[149]. - The Company is actively seeking to complete its initial business combination despite the challenges posed by market conditions and geopolitical events[131]. - The Company has incurred significant costs in pursuit of an initial business combination and cannot assure successful capital raising or completion of the business combination[139]. - The Company has incurred significant costs in pursuing an initial business combination and may need additional financing if costs exceed expectations or if a significant number of public shares are redeemed[198]. Share Redemptions - In October 2023, the Company redeemed 8,295,189 public shares for approximately $86,171,000, or approximately $10.39 per share[151]. - In January 2024, the Company redeemed 20,528,851 shares of Class A common stock for approximately $215,340,000, or approximately $10.49 per share[152]. - In October 2024, the Company redeemed 1,992,461 shares of Class A common stock for approximately $21,400,000, or approximately $10.74 per share[153]. - The Company recorded a liability of approximately $861,000 related to the October 2023 redemptions as per the Inflation Reduction Act[154]. - The Company entered into non-redemption agreements in September 2023, resulting in 25,688,054 public shares not being redeemed, with the Sponsor transferring 2,568,805 founder shares to investors[155]. - In January 2024, the Company entered into agreements with investors to not redeem 5,112,264 shares, with an estimated fair value of approximately $1,500,000 for the founder shares involved[157]. - In September 2024, the Company entered into agreements with investors to not redeem 3,238,379 shares, with an estimated fair value of approximately $6,670,000 for the founder shares involved[158]. Financial Performance - For the three months ended September 30, 2024, the company reported a loss from operations of approximately $7,980,000, which included estimated fair value of Founders Shares provided as compensation of approximately $6,670,000[173]. - The company incurred other expenses of approximately $3,986,000 and $7,138,000 for the three and nine months ended September 30, 2024, respectively, related to changes in fair value of extension notes payable[175]. - The company had a provision for income taxes of $140,000 and $476,000 for the three and nine months ended September 30, 2024, respectively, resulting from taxable interest income[178]. - The fair value of the Company's extension promissory notes is a critical accounting estimate, with the probability of closing a business combination increasing from 9.7% in October 2023 to 70% by September 30, 2024, impacting the recorded amounts by $6,402,000 and $736,000 respectively[211]. Risks and Uncertainties - The Company is subject to various risks and uncertainties that may materially affect actual results compared to forward-looking statements[130]. - The Company may need to seek additional financing to complete its initial business combination if cash on hand is insufficient, which could involve issuing additional securities or incurring debt[198]. - The Company does not expect to seek loans from parties other than its Sponsor and affiliates, as it believes third parties will be unwilling to provide such funds[197]. - The Company has incurred increased expenses due to being a public company, which are expected to continue to rise substantially since the closing of the initial public offering on October 1, 2021[169]. Management and Governance - Payments to the Chief Operating Officer and Chief Financial Officer ceased following their resignations, with deferred compensation obligations remaining[208]. - The Company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2024, and has entered into an Administrative Support Agreement for $15,000 per month[202][199].

Financial Position - The Company had approximately $980,000 in cash and approximately $12,390,000 of negative working capital at June 30, 2024[145]. - The Company has approximately $862,000 of cash segregated for the payment of excise taxes on the 2023 redemptions of Class A common stock[145]. - As of June 30, 2024, the company reported no long-term debt, capital lease obligations, or long-term liabilities[203]. - The company has significant uncertainties regarding its ability to continue as a going concern if it cannot complete a Business Combination by September 30, 2024[192]. Business Combination - On June 17, 2024, the Company entered into a Business Combination Agreement with Greenstone Corporation, a gold producer focused in Zimbabwe[146]. - The proposed business combination is expected to result in PubCo becoming a publicly traded company with its shares trading on the Nasdaq Capital Market under the ticker symbols "NAMM" and "NAMMW"[148]. - The gross amount of cash available in the Trust Account following redemptions must be not less than $25.0 million for the closing of the business combination[150]. - The Company has extended the deadline to complete its initial business combination to September 30, 2024[153]. - The company plans to use substantially all funds in the Trust Account to complete its initial Business Combination[185]. Share Redemptions - Stockholders redeemed 8,295,189 public shares for approximately $86,171,000, or approximately $10.39 per share, in October 2023[155]. - In January 2024, stockholders redeemed 20,528,851 shares of Class A common stock for approximately $215,340,000, or approximately $10.49 per share[156]. - The Company entered into non-redemption agreements in September 2023, resulting in 25,688,054 public shares not being redeemed, with a transfer of 2,568,805 founder shares valued at approximately $1,825,000[158][159]. - In January 2024, the Company entered into additional non-redemption agreements for 5,112,264 public shares, with a transfer of 1,022,453 founder shares valued at approximately $1,500,000[161][162]. - On October 12, 2023, the company redeemed 8,295,189 shares of Class A common stock for approximately $86,171,000, or approximately $10.39 per share[189]. - In January 2024, the company redeemed 20,528,851 shares of Class A common stock for approximately $215,340,000, or approximately $10.49 per share[190]. Financial Performance - For the three months ended June 30, 2024, the Company reported a loss from operations of approximately $3,502,000, including costs associated with being a public company[175]. - The company incurred other expenses of approximately $1,523,000 and $3,256,000 for the three and six months ended June 30, 2024, primarily related to changes in fair value of extension notes payable and warrant liabilities[178]. - 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[177]. - 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 cash and investments in the Trust Account[179]. Capital Contributions - The Company received a cash contribution of $900,000 under the Polar Subscription Agreement I on October 13, 2023, to cover working capital expenses[163]. - The company has received capital contributions of $900,000 in October 2023 and $1,750,000 in January 2024 to cover working capital expenses[188][196]. - The estimated fair value of the Polar Subscription Agreement I was $3,798,000 as of June 30, 2024, based on a 40% probability of an initial Business Combination closing[167]. - The estimated fair value of the Polar Subscription Agreement II was approximately $2,004,000 as of June 30, 2024, with a risk-adjusted discount rate of 10%[168]. Expenses and Liabilities - The Company has incurred significant costs in pursuit of an initial business combination and cannot assure successful capital raising[145]. - The Company has incurred increased expenses since its initial public offering, primarily due to legal, financial reporting, and consulting fees[171]. - The aggregate fair value of founder shares to be transferred under the non-redemption agreements is recorded as a deemed contribution to the capital of the Company[174]. - Deferred compensation for related parties amounted to approximately $1,159,000 from September 29, 2021, to June 30, 2024[208]. - Payments to the Chief Operating Officer ceased in September 2023 following his resignation[209]. Accounting and Valuation - The company accounts for public and private placement warrants as warrant liabilities, requiring fair value measurement at each reporting period[172]. - The company has engaged valuation professionals to assess the fair value of complex financial instruments due to limited observable inputs[213]. - The company does not believe it has any other critical accounting estimates[214]. - The fair value of the company's extension promissory notes increased by $2,898,000 due to a change in the probability of closing a business combination from 9.7% to 40% between October 2023 and June 30, 2024[213]. Administrative Support - The company pays Hennessy Capital Group LLC $15,000 per month for administrative support[203]. - The company has no off-balance sheet financing arrangements or special purpose entities[202].

Financial Position - As of March 31, 2024, the company had cash of approximately $6,000 and negative working capital of approximately $7,708,000[132]. - The Company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2024[176][179]. - The Company expects its annual franchise tax obligation to be capped at $200,000 based on the number of authorized shares and total gross assets[160]. Share Redemptions - On October 12, 2023, the company redeemed 8,295,189 public shares for approximately $86,171,000, or approximately $10.39 per share[135]. - In January 2024, the company redeemed 20,528,851 shares of Class A common stock for approximately $215,340,000, or approximately $10.49 per share[136]. - The company recorded a liability of approximately $861,000 as of December 31, 2023, related to the October 2023 redemptions[137]. - The Company has an excise tax liability of approximately $861,000 related to the redemption amount, recorded as a reduction to stockholders' deficit[165]. Non-Redemption Agreements - The company entered into Non-Redemption Agreements with investors, resulting in the commitment not to redeem 25,688,054 public shares in September 2023[138]. - The estimated fair value of the founder shares to be transferred under the September 2023 Non-Redemption Agreements is approximately $1,825,000[139]. - In January 2024, the company entered into Non-Redemption Agreements with investors for 5,112,264 public shares[140]. - The estimated fair value of the founder shares to be transferred under the January 2024 Non-Redemption Agreements is approximately $1,500,000[141]. Business Combination Efforts - The company has extended the deadline for completing its initial business combination to September 30, 2024[133]. - The company is actively pursuing discussions with potential business combination partners but has not yet entered into a definitive agreement[128]. - The Company plans to complete a Business Combination before September 30, 2024, to avoid liquidation[167]. Subscription Agreements - The Company entered into the Polar Subscription Agreement I, with Polar making a cash contribution of $900,000 to cover working capital expenses, which will be repaid upon closing of an initial business combination[142]. - Under the Polar Subscription Agreement I, the Company will issue 0.9 shares of Class A common stock for each dollar contributed, with repayment options including cash or shares at a rate of one share for every $10 contributed[142]. - The Company received proceeds of $1,750,000 under the Polar Subscription Agreement II on April 1, 2024, which was aimed at covering working capital expenses and potential excise tax obligations[144]. Financial Performance - For the three months ended March 31, 2024, the Company reported a loss from operations of approximately $2,322,000, primarily due to costs associated with founder shares and public company expenses[152]. - The Company incurred other expenses of approximately $1,733,000 for the three months ended March 31, 2024, largely due to increases in fair value of warrant liabilities and Extension Notes payable[154]. - The Company has not generated any operating revenues to date and only incurs non-operating income from interest on cash and investments[147]. - The total proceeds from the initial public offering were approximately $343,940,000, with about $340,930,000 deposited into the Trust Account[159]. Warrant Liabilities - The Company accounts for public and private placement warrants as warrant liabilities, requiring fair value measurement at issuance and each reporting period[149]. - In June 2023, the Sponsor loaned $200,000 to the Company, which may be converted into 133,333 Warrants at the lender's option[169]. Fair Value Estimates - The estimated fair value of the 2024 Subscription Agreement was approximately $1,750,000 upon subscription, with a risk-adjusted discount rate of 12.5% and a merger closing probability of 14%[146]. - The probability of closing a business combination increased from 9.7% at inception in October 2023 to 30% at March 31, 2024, impacting the fair value of the extension promissory notes by $1,916,000[187]. Operational Charges - The Company has incurred approximately $162,000 in operational charges for executive compensation for the three months ended March 31, 2024[183].

IPO and Financial Proceeds - The company completed its initial public offering on October 1, 2021, raising gross proceeds of $300.0 million from the sale of 30,000,000 units[15]. - An additional 4,092,954 units were sold under the underwriters' over-allotment option, generating approximately $40.9 million, bringing total gross proceeds to approximately $340.9 million[18]. - The company has placed $340.9 million in a trust account, invested in U.S. government securities, until the completion of the initial business combination[17]. - The company has approximately $55.5 million available in its trust account for a business combination as of January 31, 2024, assuming no redemptions[60]. - The amount in the trust account as of December 31, 2023, is approximately $10.48 per public share, net of accrued taxes[79]. - The company has approximately $462,000 of proceeds held outside the trust account as of December 31, 2023, to cover costs associated with dissolution[104]. Shareholder Redemptions - As of September 29, 2023, stockholders redeemed 8,295,189 public shares for approximately $86.1 million, resulting in 25,797,765 public shares outstanding[20]. - On January 10, 2024, stockholders redeemed 20,528,851 public shares for approximately $215.3 million, leaving 5,268,914 public shares outstanding[21]. - Public stockholders will have the opportunity to redeem their shares at a per share price equal to the aggregate amount in the trust account divided by the number of outstanding public shares[79]. - The company will not redeem public shares in an amount that would cause net tangible assets to be less than $5,000,001, to avoid being subject to SEC's "penny stock" rules[91]. - If stockholder approval is sought, a public stockholder is restricted from seeking redemption rights for more than 15% of the shares sold in the initial public offering without prior consent[93]. - The redemption price for public shares upon liquidation is expected to be approximately $10.00 per share, but this amount may be reduced due to creditor claims[105]. - The company intends to redeem public shares at a per-share price equal to the aggregate amount in the trust account, including interest, divided by the number of outstanding public shares, if the initial business combination is not completed within the completion window[112]. Business Acquisition Strategy - The company is focusing on acquiring businesses with an aggregate enterprise value of $500 million or greater, particularly in the industrial technology sectors[22]. - The company has identified over 700 potential acquisition targets since 2014, with over 150 resulting in meaningful engagement[38]. - Target companies will be those operating in large addressable markets within industrial technology sectors[44]. - The company plans to focus on businesses with strong competitive positioning and differentiated technology[45]. - The company intends to acquire businesses that will benefit from being publicly traded, leveraging broader access to capital[48]. - The company intends to target businesses larger than what could be acquired with the net proceeds of its initial public offering and may require additional financing for such acquisitions[61]. Management and Governance - The management team has a successful track record, having completed four business combinations since 2015, including notable mergers with Blue Bird and Daseke[23]. - The management team is led by Daniel J. Hennessy, a seasoned SPAC executive with extensive experience in successful business combinations[25]. - The management team has completed SPAC business combinations with a total enterprise value of $4.4 billion[35]. - The board of directors includes members with extensive experience in public company governance and capital markets[28]. - The management team aims to partner with experienced management teams of target businesses to enhance operational capabilities[46]. Financial and Operational Controls - The company has reporting obligations under the Exchange Act, including filing annual, quarterly, and current reports with the SEC[124]. - The company maintains internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting in accordance with GAAP[213]. - Management assessed the effectiveness of internal control over financial reporting as of December 31, 2023, and determined it to be effective based on COSO criteria[214]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected its effectiveness[215]. Risks and Compliance - The company may face conflicts of interest due to the fiduciary duties of its officers and directors to other entities[54]. - The company has not taken steps to secure third-party financing for its initial business combination, and there is no assurance that such financing will be available[60]. - The company may engage professional firms for business acquisitions and pay finder's fees tied to the completion of transactions[65]. - The company faces intense competition from various entities, including private investors and other blank check companies, which may limit its ability to acquire sizable target businesses due to financial resource constraints[121]. - The company has not independently verified the sponsor's ability to satisfy indemnity obligations related to claims that may reduce the trust account below $10.00 per public share[122]. Regulatory and Tax Considerations - A new 1% U.S. federal excise tax will be imposed on redemptions of public shares upon completion of the initial business combination, as per the Inflation Reduction Act of 2022[90]. - The company anticipates that any purchases by insiders will comply with Regulation M under the Exchange Act[77]. - The decision to seek stockholder approval or conduct a tender offer will be made based on various factors, including the timing of the transaction[81]. - The company will provide public stockholders with a final proxy statement at least 10 days prior to the stockholder vote[87].

Financial Position - As of September 30, 2023, the company had cash of approximately $3,000 and negative working capital of approximately $4,569,000[119] - As of September 30, 2023, the company had approximately $3,000 in cash and approximately $4,396,000 of negative working capital[139] - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2023[146][147] Stockholder Activity - On September 29, 2023, stockholders redeemed 8,295,189 shares of Class A common stock for approximately $86,171,000, or approximately $10.39 per share[121] - On October 12, 2023, the company redeemed 8,295,189 shares of Class A common stock for approximately $86,171,000, or approximately $10.39 per share[138] Revenue and Expenses - The company has not generated any revenues to date and has incurred increased expenses since its initial public offering on October 1, 2021[126] - For the three and nine months ended September 30, 2023, the company reported a loss from operations of approximately $3,505,000 and $4,153,000, respectively[128] - Other income for the three and nine months ended September 30, 2023 was approximately $3,953,000 and $11,938,000, respectively, primarily from interest income on investments in the Trust Account[130] - The provision for income taxes for the three and nine months ended September 30, 2023 was approximately $943,000 and $2,553,000, respectively, due to a significant increase in taxable interest income[132] Business Combination Efforts - The company is actively pursuing discussions with potential business combination partners but has not yet entered into a definitive agreement[115] - The deadline for completing the initial business combination has been extended to January 10, 2024[120] - The company intends to use substantially all funds held in the Trust Account to complete its initial Business Combination[135] - The company may need to seek additional financing to complete its initial Business Combination if cash on hand is insufficient[145] - The company may face risks related to its ability to complete the initial business combination and secure additional financing[111] Financing and Loans - A subscription agreement was entered into on October 13, 2023, with a cash contribution of $900,000 from Polar Multi-Strategy Master Fund to cover working capital expenses[125] - The Sponsor loaned $200,000 to the company in June 2023, which may be converted into Warrants at the lender's option[141] - The Company entered into a Subscription Agreement with HCG and Polar, agreeing to return the Capital Contribution to Polar, which may be received in cash or shares at a rate of one share for every $10 of Capital Contribution[149] Management Compensation - The Company has compensated its President, COO, and CFO $29,000 per month prior to the initial Business Combination, with $14,000 payable upon completion and $15,000 currently, totaling approximately $220,000 for operations in Q3 2023[150] - Payments to the Chief Operating Officer ceased in August 2023 due to his resignation, with approximately $27,000 charged to operations for September 2023 cash compensation[151] - Upon completion of the initial Business Combination or liquidation, the Company will cease paying or accruing monthly fees[152] - The Company may enter into engagement letters with consultants for the initial Business Combination, which can include contingent or success fees charged to operations upon consummation[153] Accounting and Reporting - Management does not believe the Company has any critical accounting estimates that could materially differ from reported amounts[155] - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[156] Regulatory and Compliance - The company recorded a liability of approximately $861,000 as of September 30, 2023, related to the Inflation Reduction Act[122] - The company expects its annual franchise tax obligation to be capped at the maximum amount of $200,000 as a Delaware corporation[135] - The issuance of additional shares or debt could significantly dilute existing investors' equity interests and affect market prices[116][118]

Financial Position and Liquidity - The company had cash of approximately $163,000 and negative working capital of approximately $2,690,000 as of June 30, 2023[107] - The company has approximately $163,000 in cash and approximately $2,690,000 of negative working capital as of June 30, 2023, including $813,000 of deferred compensation payable upon the closing of a Business Combination[122] - The company may need additional financing to complete its initial Business Combination or to meet obligations if cash on hand is insufficient[126] - The company faces substantial doubt about its ability to continue as a going concern if it cannot complete a Business Combination before October 1, 2023[122] Operational Performance and Losses - 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[111] - The company has not generated any operating revenues to date and relies on non-operating income, primarily interest from the Trust Account[108] - The company’s expenses have increased significantly since its initial public offering, primarily due to costs associated with being a public company and searching for a suitable business combination[108] - An aggregate of approximately $249,000 was charged for operations for the three months ended June 30, 2023[130] Non-Operating Income and Trust Account - The company generated other income of approximately $3,271,000 and $4,767,000 for the three and six months ended June 30, 2023, primarily due to a decrease in warrant liability fair value and interest income from the Trust Account[113] - Interest income from the Trust Account was approximately $4,144,000 and $7,798,000 for the three and six months ended June 30, 2023, respectively[113] - Net proceeds from the initial public offering and private placement warrants totaled approximately $343,940,000, with $340,930,000 deposited into the Trust Account[116] - The company plans to use funds from the Trust Account, including interest earned, to complete its initial Business Combination[118] Tax and Franchise Obligations - The company incurred income tax provisions of $840,000 and $1,610,000 for the three and six months ended June 30, 2023, driven by increased taxable interest income[115] - The company expects annual franchise tax obligations to be capped at $200,000 due to Delaware tax regulations[118] Executive Compensation and Deferred Payments - The company compensates its President, Chief Operating Officer, and Chief Financial Officer $29,000 per month, with $14,000 deferred until the completion of the initial Business Combination[130] - The company compensates a Vice President $25,000 per month, with $12,500 deferred until the completion of the initial Business Combination[130] - Deferred compensation related to key executives totals approximately $813,000 for the period from September 29, 2021, to June 30, 2023[130] Loans and Financing - The company received a $200,000 loan from the Sponsor in June 2023, which may be converted into 133,333 Warrants at the option of the lender[124][129] - The company has no off-balance sheet financing arrangements or obligations as of June 30, 2023[127][128] Administrative and Operational Costs - The company pays $15,000 per month to Hennessy Capital Group LLC for office space, utilities, and administrative support[128]

Financial Position - As of March 31, 2023, the company had cash of approximately $340,000 and negative working capital of approximately $1,364,000[112]. - As of March 31, 2023, the company has approximately $340,000 in cash and approximately $1,364,000 of negative working capital, raising substantial doubt about its ability to continue as a going concern[124]. - As of March 31, 2023, the company has no long-term debt or off-balance sheet financing arrangements[128][129]. 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[115]. - The company incurred other expenses of approximately $1,114,000 for the three months ended March 31, 2023, which included an increase in the fair value of warrant liability[117]. - The company has incurred approximately $249,000 in operational charges for the three months ended March 31, 2023, with deferred compensation to related parties totaling approximately $691,000[130]. Revenue Generation - The company has not yet generated any revenues and will not do so until after completing its initial Business Combination[113]. Business Combination Plans - The company is actively pursuing discussions with potential business combination partners but has not entered into any definitive agreements[108]. - The company plans to complete a Business Combination before October 1, 2023, and work with creditors to defer payments, but there is no assurance of success[124]. - The company expects to use substantially all funds in the Trust Account to complete its initial Business Combination, with withdrawals for taxes as needed[120]. - The company anticipates incurring significant costs in the pursuit of an initial Business Combination, which may affect its liquidity[112]. - The company may enter into agreements with consultants and advisors for the initial Business Combination, which could include contingent or success fees[132]. Financing and Capital Structure - The net proceeds from the initial public offering were approximately $343,940,000, with about $340,930,000 deposited into the Trust Account[119]. - Up to $1,500,000 of loans from the Sponsor may be convertible into Warrants at a price of $1.50 per Warrant[126]. - The company does not expect to need additional funds following its initial public offering, but may require financing to complete the initial Business Combination or to redeem public shares[127]. Executive Compensation - Monthly compensation for key executives is set at $29,000 for the President and COO, and $25,000 for a Vice President, with portions payable upon the completion of the initial Business Combination[130]. Tax Obligations - The annual franchise tax obligation is expected to be capped at the maximum amount of $200,000 for the company as a Delaware corporation[120]. Market Risk and Accounting - Management does not believe the company has any critical accounting estimates that could materially differ from actual results[133]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[135]. Interest Income - Interest income for the three months ended March 31, 2023, was approximately $3,655,000, significantly increased due to market conditions[117].