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Hennessy Capital Investment Corp. VI(HCVIU) - 2023 Q4 - Annual Report
HCVIUHennessy Capital Investment Corp. VI(HCVIU)2024-03-28 22:37

IPO and Financial Proceeds - The company completed its initial public offering on October 1, 2021, raising gross proceeds of 300.0millionfromthesaleof30,000,000units[15].−Anadditional4,092,954unitsweresoldundertheunderwriters′over−allotmentoption,generatingapproximately300.0 million from the sale of 30,000,000 units[15]. - 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 340.9million[18].−Thecompanyhasplaced340.9 million[18]. - The company has placed 340.9 million in a trust account, invested in U.S. government securities, until the completion of the initial business combination[17]. - The company has approximately 55.5millionavailableinitstrustaccountforabusinesscombinationasofJanuary31,2024,assumingnoredemptions[60].−TheamountinthetrustaccountasofDecember31,2023,isapproximately55.5 million available in its trust account for a business combination as of January 31, 2024, assuming no redemptions[60]. - The amount in the trust account as of December 31, 2023, is approximately 10.48 per public share, net of accrued taxes[79]. - The company has approximately 462,000ofproceedsheldoutsidethetrustaccountasofDecember31,2023,tocovercostsassociatedwithdissolution[104].ShareholderRedemptions−AsofSeptember29,2023,stockholdersredeemed8,295,189publicsharesforapproximately462,000 of proceeds held outside the trust account as of December 31, 2023, to cover costs associated with dissolution[104]. 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[20]. - On January 10, 2024, stockholders redeemed 20,528,851 public shares for approximately 215.3million,leaving5,268,914publicsharesoutstanding[21].−Publicstockholderswillhavetheopportunitytoredeemtheirsharesatapersharepriceequaltotheaggregateamountinthetrustaccountdividedbythenumberofoutstandingpublicshares[79].−Thecompanywillnotredeempublicsharesinanamountthatwouldcausenettangibleassetstobelessthan215.3 million, leaving 5,268,914 public shares outstanding[21]. - Public stockholders will have the opportunity to redeem their shares at a per share price equal to the aggregate amount in the trust account divided by the number of outstanding public shares[79]. - The company will not redeem public shares in an amount that would cause net tangible assets to be less than 5,000,001, to avoid being subject to SEC's "penny stock" rules[91]. - If stockholder approval is sought, a public stockholder is restricted from seeking redemption rights for more than 15% of the shares sold in the initial public offering without prior consent[93]. - The redemption price for public shares upon liquidation is expected to be approximately 10.00pershare,butthisamountmaybereducedduetocreditorclaims[105].−Thecompanyintendstoredeempublicsharesataper−sharepriceequaltotheaggregateamountinthetrustaccount,includinginterest,dividedbythenumberofoutstandingpublicshares,iftheinitialbusinesscombinationisnotcompletedwithinthecompletionwindow[112].BusinessAcquisitionStrategy−Thecompanyisfocusingonacquiringbusinesseswithanaggregateenterprisevalueof10.00 per share, but this amount may be reduced due to creditor claims[105]. - The company intends to redeem public shares at a per-share price equal to the aggregate amount in the trust account, including interest, divided by the number of outstanding public shares, if the initial business combination is not completed within the completion window[112]. Business Acquisition Strategy - The company is focusing on acquiring businesses with an aggregate enterprise value of 500 million or greater, particularly in the industrial technology sectors[22]. - The company has identified over 700 potential acquisition targets since 2014, with over 150 resulting in meaningful engagement[38]. - Target companies will be those operating in large addressable markets within industrial technology sectors[44]. - The company plans to focus on businesses with strong competitive positioning and differentiated technology[45]. - The company intends to acquire businesses that will benefit from being publicly traded, leveraging broader access to capital[48]. - The company intends to target businesses larger than what could be acquired with the net proceeds of its initial public offering and may require additional financing for such acquisitions[61]. Management and Governance - The management team has a successful track record, having completed four business combinations since 2015, including notable mergers with Blue Bird and Daseke[23]. - The management team is led by Daniel J. Hennessy, a seasoned SPAC executive with extensive experience in successful business combinations[25]. - The management team has completed SPAC business combinations with a total enterprise value of 4.4billion[35].−Theboardofdirectorsincludesmemberswithextensiveexperienceinpubliccompanygovernanceandcapitalmarkets[28].−Themanagementteamaimstopartnerwithexperiencedmanagementteamsoftargetbusinessestoenhanceoperationalcapabilities[46].FinancialandOperationalControls−ThecompanyhasreportingobligationsundertheExchangeAct,includingfilingannual,quarterly,andcurrentreportswiththeSEC[124].−ThecompanymaintainsinternalcontroloverfinancialreportingdesignedtoprovidereasonableassuranceregardingthereliabilityoffinancialreportinginaccordancewithGAAP[213].−ManagementassessedtheeffectivenessofinternalcontroloverfinancialreportingasofDecember31,2023,anddeterminedittobeeffectivebasedonCOSOcriteria[214].−Therewerenochangesininternalcontroloverfinancialreportingduringthemostrecentfiscalquarterthatmateriallyaffecteditseffectiveness[215].RisksandCompliance−Thecompanymayfaceconflictsofinterestduetothefiduciarydutiesofitsofficersanddirectorstootherentities[54].−Thecompanyhasnottakenstepstosecurethird−partyfinancingforitsinitialbusinesscombination,andthereisnoassurancethatsuchfinancingwillbeavailable[60].−Thecompanymayengageprofessionalfirmsforbusinessacquisitionsandpayfinder′sfeestiedtothecompletionoftransactions[65].−Thecompanyfacesintensecompetitionfromvariousentities,includingprivateinvestorsandotherblankcheckcompanies,whichmaylimititsabilitytoacquiresizabletargetbusinessesduetofinancialresourceconstraints[121].−Thecompanyhasnotindependentlyverifiedthesponsor′sabilitytosatisfyindemnityobligationsrelatedtoclaimsthatmayreducethetrustaccountbelow4.4 billion[35]. - The board of directors includes members with extensive experience in public company governance and capital markets[28]. - The management team aims to partner with experienced management teams of target businesses to enhance operational capabilities[46]. Financial and Operational Controls - The company has reporting obligations under the Exchange Act, including filing annual, quarterly, and current reports with the SEC[124]. - The company maintains internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting in accordance with GAAP[213]. - Management assessed the effectiveness of internal control over financial reporting as of December 31, 2023, and determined it to be effective based on COSO criteria[214]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected its effectiveness[215]. Risks and Compliance - The company may face conflicts of interest due to the fiduciary duties of its officers and directors to other entities[54]. - The company has not taken steps to secure third-party financing for its initial business combination, and there is no assurance that such financing will be available[60]. - The company may engage professional firms for business acquisitions and pay finder's fees tied to the completion of transactions[65]. - 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 financial resource constraints[121]. - The company has not independently verified the sponsor's ability to satisfy indemnity obligations related to claims that may reduce the trust account below 10.00 per public share[122]. Regulatory and Tax Considerations - 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 that any purchases by insiders will comply with Regulation M under the Exchange Act[77]. - The decision to seek stockholder approval or conduct a tender offer will be made based on various factors, including the timing of the transaction[81]. - The company will provide public stockholders with a final proxy statement at least 10 days prior to the stockholder vote[87].