Financial Position - The Company had approximately $980,000 in cash and approximately $12,390,000 of negative working capital at June 30, 2024[125]. - The company had approximately $980,000 in cash and $12,390,000 of negative working capital as of June 30, 2024, indicating a need for additional working capital[168]. - As of June 30, 2024, the company has no long-term debt, capital lease obligations, or long-term liabilities[176]. Business Combination - On June 17, 2024, the Company entered into a Business Combination Agreement with Greenstone Corporation, a gold producer focused in Zimbabwe[126]. - The Proposed Business Combination is expected to result in Greenstone becoming a wholly-owned subsidiary of PubCo, which will trade on the Nasdaq under the ticker symbols "NAMM" and "NAMMW"[128]. - The Company expects to incur significant costs in the pursuit of an initial business combination[125]. - 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[130]. - The Company has extended the deadline to complete the initial Business Combination to September 30, 2024[132]. - The company intends to use substantially all funds in the Trust Account to complete its initial Business Combination, with withdrawals for taxes as needed[161]. - The company may need to seek additional financing to complete its initial Business Combination if cash available from the Trust Account is insufficient[174]. Share Redemptions - The Company redeemed 8,295,189 public shares for approximately $86,171,000, or approximately $10.39 per share, in October 2023[133]. - 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[134]. - Stockholders redeemed 8,295,189 shares of Class A common stock for approximately $86,171,000, or approximately $10.39 per share, on October 12, 2023[165]. - 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[166]. Non-Redemption Agreements - In September 2023, the Company entered into non-redemption agreements with 21 investors, resulting in 25,688,054 public shares not being redeemed[136]. - The estimated fair value of the founder shares to be transferred under the September 2023 Non-Redemption Agreements is approximately $1,825,000, or $0.71 per share[137]. - In January 2024, the Company entered into non-redemption agreements with 14 investors, resulting in 5,112,264 public shares not being redeemed[139]. - The estimated fair value of the founder shares to be transferred under the January 2024 Non-Redemption Agreements is approximately $1,500,000, or $1.47 per share[140]. Financial Contributions and Expenses - The Company received a cash contribution of $900,000 under the Polar Subscription Agreement I to cover working capital expenses[141]. - The estimated fair value of the Polar Subscription Agreement I was $3,798,000 at June 30, 2024, based on a 40% probability of an initial Business Combination closing[144]. - The estimated fair value of the Polar Subscription Agreement II was approximately $2,004,000 at June 30, 2024[145]. - The company has received loans from its Sponsor totaling $200,000 in June 2023 and a capital contribution of $900,000 in October 2023[164][171]. - The company received cash contributions of $900,000 and $1,750,000 from Polar Subscription Agreements to cover working capital expenses[183]. Operational Losses - For the six months ended June 30, 2024, the Company reported a loss from operations of approximately $5,823,000, including costs associated with being a public company[152]. - 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, primarily due to public company costs and business combination search expenses[154]. Other Financial Information - Other income for the three and six months ended June 30, 2023, was approximately $3,271,000 and $4,767,000, respectively, mainly from interest income on cash and investments in the Trust Account[156]. - The company expects its annual franchise tax obligation to be capped at $200,000 based on its authorized shares and total gross assets[161]. - The company pays Hennessy Capital Group LLC $15,000 per month for administrative support[176]. - Deferred compensation for the Chief Operating Officer and Chief Financial Officer amounts to approximately $462,000 and $375,000 respectively, payable upon closing of the initial business combination[181]. - The company has not entered into any off-balance sheet financing arrangements or established any special purpose entities[175]. - The company agreed to issue 70,000 shares of Class A common stock to Polar as part of the Second Capital Contribution[179]. - Payments to the Chief Operating Officer ceased in September 2023 following his resignation[181]. - The company has engaged valuation professionals to assess the fair value of financial instruments due to limited observable inputs[183]. - The company has agreed to compensate its executives $29,000 per month prior to the initial business combination[180]. Cautionary Statements - The Company cautions that actual results may differ materially from forward-looking statements due to various risks and uncertainties[118]. - The company has incurred significant costs in the pursuit of an initial business combination, raising concerns about its ability to continue as a going concern[168]. - The probability of closing a business combination increased from 9.7% in October 2023 to 40% by June 30, 2024, impacting the fair value of agreements by approximately $2,898,000 and $254,000 respectively[183].
Hennessy Capital Investment VI(HCVI) - 2024 Q2 - Quarterly Report