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].
Hennessy Capital Investment VI(HCVI) - 2022 Q4 - Annual Report