IPO and Fundraising - 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, 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, bringing total gross proceeds to approximately $340.9 million[24]. - The company has raised over $850 million in PIPE and backstop capital to support its business combinations[38]. - Hennessy V completed its IPO on January 20, 2021, raising $345 million in gross proceeds, with strong investor demand leading to an upsized IPO[40]. 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[26]. - On January 10, 2024, stockholders redeemed 20,528,851 public shares for approximately $215.3 million, leaving 5,268,914 public shares outstanding[27]. - Stockholders redeemed 8,295,189 shares for approximately $86,171,000 at about $10.39 per share in October 2023, and 20,528,851 shares for approximately $215,340,000 at about $10.49 per share in January 2024[152]. - The company will provide public stockholders the opportunity to redeem shares at the per share price equal to the aggregate amount in the trust account[72]. - Public stockholders are restricted from seeking redemption rights for more than 15% of shares sold in the initial public offering without prior consent[85]. Business Strategy and Focus - The company is focusing on acquiring businesses in the industrial technology sectors with an aggregate enterprise value of $500 million or greater[28]. - The company aims to acquire businesses with an aggregate enterprise value of $500 million or greater, focusing on large addressable markets within industrial technology sectors[45]. - The management team has a track record of completing four business combinations since 2015, with a total enterprise value of $4.4 billion at the time of those business combinations[29][38]. - Since 2014, Hennessy Capital has identified over 700 potential acquisition targets, with over 150 resulting in meaningful engagement[41]. Financial Position and Risks - As of January 31, 2024, Hennessy Capital has approximately $55.5 million available in its trust account for a business combination, assuming no redemptions[57]. - The company has incurred a loss from operations of approximately $6,650,000 for the year ended December 31, 2023, primarily due to costs associated with business combination searches and public company expenses[163]. - The company has not generated any operating revenues since its IPO on October 1, 2021, and only generates non-operating income from interest[161]. - There is substantial doubt about the company's ability to continue as a "going concern" within one year from the date of the financial statements due to potential financing needs[129]. - The company may need to seek additional financing to complete its initial business combination if cash on hand is insufficient[182]. Governance and Management - The management team includes experienced SPAC executives, with Daniel J. Hennessy having over 30 years in private equity investment and a history of successful SPAC mergers[30][34]. - The board of directors consists of six members, with specific terms for each class of directors, ensuring staggered elections every year[217]. - The company has appointed independent directors, including Ms. Brunelle, Ms. Dillard, Mr. Roloson, and Mr. Zimmerman, in compliance with Nasdaq listing standards[219]. - The company’s governance structure requires a resolution passed by at least 90% of outstanding common stock to amend provisions related to director elections[217]. Compliance and Regulatory Matters - The company intends to effectuate its initial business combination using cash from the proceeds of its initial public offering and private placement warrants, as well as potential debt financing[58]. - The company may conduct redemptions without stockholder votes under SEC tender offer rules, but will seek approval if required by law[65]. - The SEC's new Final SPAC Rules, effective July 1, 2024, impose additional disclosure requirements and could increase general and administrative expenses, adversely affecting the company's operations[125]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, which may affect the attractiveness of its securities[115]. Operational Challenges - 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 relatively limited financial resources[109]. - Economic conditions, such as inflation and higher interest rates, may adversely affect the ability to complete the initial business combination and increase the number of stockholders exercising redemption rights[121]. - The company faces significant challenges in obtaining financing for its initial business combination due to recent volatility in capital markets, which may not be available on favorable terms[123]. - Military conflicts, such as the Russia/Ukraine situation, could lead to increased price volatility for publicly traded securities, complicating the identification and consummation of a business combination[124]. Financial Reporting and Internal Controls - Management assessed the effectiveness of disclosure controls and procedures as of December 31, 2023, concluding they were effective[198]. - The company does not expect its disclosure controls and procedures to prevent all errors and instances of fraud[200]. - Management determined that internal control over financial reporting was effective as of December 31, 2023[202]. - The company has not reported any disagreements with accountants on accounting and financial disclosure[197].
Hennessy Capital Investment VI(HCVI) - 2023 Q4 - Annual Report