Financial Overview - 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[22]. - An additional 4,092,954 units were sold under the underwriters' over-allotment option, bringing total gross proceeds to approximately $340.9 million[25]. - As of December 31, 2024, the company had approximately $889,000 in cash and approximately $20,736,000 of negative working capital[162]. - The company has approximately $35.4 million available in its trust account for a business combination as of December 31, 2024, assuming no redemptions[62]. - The company intends to use substantially all funds in the trust account, including interest, for the initial business combination, with an expected annual franchise tax obligation capped at $200,000[211]. Share Redemptions - As of September 29, 2023, stockholders redeemed 8,295,189 public shares, resulting in approximately $86.1 million being removed from the trust account[27]. - On January 10, 2024, stockholders redeemed 20,528,851 public shares, leading to approximately $215.3 million being withdrawn from the trust account[28]. - The company redeemed 8,295,189 public shares for approximately $86,171,000, or approximately $10.39 per share, in October 2023[179]. - In January 2024, the company redeemed 20,528,851 public shares for approximately $215,340,000, or approximately $10.49 per share[180]. - Following the September 2024 Extension Meeting, the company redeemed 1,992,461 public shares for approximately $21,400,000, or approximately $10.74 per share[181]. Business Combination Plans - The company entered into a business combination agreement with Greenstone, an established gold producer, on June 17, 2024[34]. - The anticipated closing of the proposed business combination is expected in the second quarter of 2025[35]. - The company is focusing on acquiring businesses with an aggregate enterprise value of $500 million or greater, particularly in the industrial technology sectors[32]. - The initial business combination must have an aggregate fair market value of at least 80% of the assets held in the trust account[47]. - The company has not commenced any operations and will not generate operating revenues until after the completion of its initial business combination[33]. Regulatory and Compliance Issues - The company anticipates that its securities will be delisted from Nasdaq after March 31, 2025, if the proposed business combination is not completed[36]. - Nasdaq notified the company that its market value of listed securities (MVLS) was below the $50 million minimum requirement for continued listing for 30 consecutive business days[165]. - The company has until May 19, 2025, to regain compliance with the MVLS requirement by closing at $50 million or more for at least ten consecutive business days[165]. - If compliance is not regained, the company's securities will be subject to delisting, which could lead to significant adverse consequences including reduced liquidity and increased regulatory scrutiny[143]. - The company has requested a hearing to avoid delisting from Nasdaq, with a deadline to demonstrate compliance by March 31, 2025[141]. Risks and Uncertainties - The company faces substantial doubt about its ability to continue as a "going concern" due to current economic conditions and market volatility[132]. - The company may face increased difficulty in completing its initial business combination due to economic uncertainty and volatility in capital markets[131]. - The company has identified several material risks, including the challenge of selecting a suitable target business and potential conflicts of interest among its officers and directors[128]. - There is no assurance that the company's plans to raise capital or consummate an initial business combination will be successful[220]. - The company may not be able to meet Nasdaq's initial listing requirements, which could jeopardize its ability to complete a business combination[140]. Management and Operations - The management team will pursue a partnership approach with target management teams to achieve strategic visions[52]. - The management team has reviewed over 700 potential targets across various industries through their previous experiences with Hennessy I to Hennessy VI[61]. - The management team is not obligated to devote a specific number of hours to the company's affairs, which may vary based on the business combination process[59]. - The company may face conflicts of interest if officers or directors have pre-existing obligations to other entities regarding business combination opportunities[70]. - Stockholder approval is required for certain types of transactions, such as a merger of the company with a target, while others do not require approval[72]. Tax Implications - 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 a potential excise tax of approximately $2.37 million for calendar year 2024 related to share redemptions[138]. - The company recorded a liability of approximately $2,368,000 for excise taxes related to redemptions, bringing the total accrued liability to approximately $3,229,000 as of December 31, 2024[218]. Financial Performance - For the year ended December 31, 2024, the company reported a loss from operations of approximately $14,831,000, primarily due to the estimated fair value of founder shares and costs associated with the Proposed Business Combination[203]. - For the year ended December 31, 2023, the company reported a loss from operations of approximately $6,650,000, driven by costs related to the estimated fair value of founder shares and expenses for being a public company[204]. - The company generated interest income of approximately $15,526,000 for the year ended December 31, 2023, from investments in the trust account[206].
Hennessy Capital Investment Corp. VI(HCVIU) - 2024 Q4 - Annual Report