Hennessy Capital Investment Corp. VI(HCVIU) - 2021 Q4 - Annual Report

IPO and Financial Proceeds - 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 to approximately $340.9 million[24]. - The company has placed approximately $340.9 million in a trust account, invested in U.S. government securities, until the completion of its initial business combination or distribution of funds[23]. - Hennessy V's IPO raised $345 million in gross proceeds, driven by strong investor demand and the full exercise of the underwriters' over-allotment option[41]. - The net proceeds from the initial public offering were approximately $343,940,000, with about $340,930,000 deposited into the trust account[143]. - The company has approximately $1,966,000 of proceeds held outside the trust account as of December 31, 2021, to fund dissolution costs if necessary[93]. - The company has $328,997,000 available for business combinations as of December 31, 2021, after accounting for deferred underwriting fees[59]. Management and Board of Directors - The management team aims to acquire businesses with an aggregate enterprise value of $1 billion or greater, focusing on industrial technology sectors in the United States[26]. - The management team is led by Daniel J. Hennessy, who has over 30 years of experience in private equity and has successfully closed five business combinations with SPACs[34]. - The board of directors consists of five experienced members with extensive backgrounds in public company governance, executive leadership, and capital markets[36]. - The board of directors consists of seven members, with founder shares holders having the right to elect all directors prior to the initial business combination[198]. - 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[188]. - Gregory D. Ethridge has been President and COO since October 2020, previously serving in similar roles at Hennessy IV and Hennessy V[189]. - Nicholas A. Petruska has been Executive Vice President and CFO since the company's formation, with prior experience in financial roles across multiple Hennessy entities[191]. - Richard H. Fearon has served as lead independent director since the IPO, with a background in finance and planning from Eaton Corporation[192]. - Anna Brunelle, a member of the board since the IPO, chairs the audit committee and has experience in successful IPOs and acquisitions[193]. - Sidney Dillard has been on the board since the IPO and has a background in corporate investment banking at Loop Capital Markets[195]. - Walter Roloson, a board member since the IPO, is currently a Managing Vice President at Capital One Financial Corporation[196]. - John Zimmerman has served on the board since the IPO and has experience as CFO of publicly traded companies and investment firms[197]. Business Strategy and Acquisition Focus - The company is positioned to leverage its management team's relationships to identify attractive acquisition opportunities in the industrial technology sector[34]. - The company is focused on sustainable industrial technology and infrastructure industries for its future acquisitions[30]. - The company aims to acquire businesses with an aggregate enterprise value of $1 billion or greater, focusing on large addressable markets within industrial technology sectors[46]. - The company intends to pursue a partnership approach with target management teams to help achieve their business potential[53]. - Hennessy Capital has completed SPAC business combinations with a total enterprise value of $4.4 billion and raised approximately $1.8 billion through seven SPAC IPOs[39]. Financial Obligations and Risks - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2021[150][151]. - The company expects to incur approximately $900,000 for legal, accounting, and due diligence expenses related to the initial business combination[146]. - The company may need to raise additional funds to target larger businesses than those it could acquire with the net proceeds from its initial public offering[60]. - The company has not secured third-party financing for its business combinations, which may affect its ability to complete transactions[59]. - The company faces intense competition from various entities, including private equity groups and other blank check companies, which may limit its ability to acquire sizable target businesses[109]. - The company’s financial resources are limited compared to competitors, potentially placing it at a disadvantage in negotiations for business combinations[109]. - The company may need to seek additional financing if the cash portion of the purchase price exceeds the amount available from the trust account[149]. Shareholder Rights and Redemption - The company will provide public stockholders with the opportunity to redeem shares either through a stockholder meeting or a tender offer, depending on the circumstances[75]. - The company may require public stockholders to tender their shares to exercise redemption rights, with a tender offer period of at least 20 business days[85]. - If public stockholders tender more shares than the company has offered to purchase, the tender offer will be withdrawn[77]. - 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[82]. - The company intends to redeem public shares promptly if the initial business combination is not completed by October 1, 2023, with the redemption price based on the aggregate amount in the trust account[101]. - A public stockholder can redeem shares without voting, and the company’s initial stockholders have agreed to waive their redemption rights for founder shares[81]. - The company has a restriction that limits public stockholders from seeking redemption rights for more than 15% of the shares sold in the initial public offering without prior consent[83]. Compliance and Reporting - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[113]. - The company will provide stockholders with audited financial statements of the prospective target business as part of the tender offer materials[114]. - The company is classified as an "emerging growth company" and can take advantage of certain exemptions from reporting requirements[116]. - The company will remain an emerging growth company until it meets specific revenue or market value thresholds[117]. - The company has not engaged in any recent sales of unregistered securities[132]. - The company has not paid any cash dividends to date and does not intend to do so before completing its initial business combination[131]. Internal Controls and Governance - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the internal control[183]. - The audit committee consists of independent directors and is responsible for overseeing the integrity of financial statements and compliance with legal requirements[203]. - The compensation committee is tasked with reviewing and approving executive compensation and incentive plans[207]. - The company has not established a standing nominating committee but independent directors will recommend nominees for board selection[208]. - The company has adopted a Code of Ethics applicable to its directors, officers, and employees, which is available for review upon request[210]. Compensation and Expenses - The company pays an affiliate of its sponsor a total of $15,000 per month for office space and administrative support, and reimburses for expenses related to identifying and completing a business combination[64]. - The company has agreed to compensate its executives $29,000 per month prior to the consummation of the initial business combination[153]. - No cash compensation has been paid to officers or directors, except for Mr. Ethridge and Mr. Petruska, who received approximately $87,000 each, with about $42,000 deferred[212].