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Hennessy Capital Investment Corp. VI(HCVIU) - 2024 Q1 - Quarterly Report
HCVIUHennessy Capital Investment Corp. VI(HCVIU)2024-05-15 20:00

Financial Position - As of March 31, 2024, the company had cash of approximately 6,000andnegativeworkingcapitalofapproximately6,000 and negative working capital of approximately 7,708,000[132]. - The Company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2024[176][179]. - The Company expects its annual franchise tax obligation to be capped at 200,000basedonthenumberofauthorizedsharesandtotalgrossassets[160].ShareRedemptions−OnOctober12,2023,thecompanyredeemed8,295,189publicsharesforapproximately200,000 based on the number of authorized shares and total gross assets[160]. Share Redemptions - On October 12, 2023, the company redeemed 8,295,189 public shares for approximately 86,171,000, or approximately 10.39pershare[135].−InJanuary2024,thecompanyredeemed20,528,851sharesofClassAcommonstockforapproximately10.39 per share[135]. - In January 2024, the company redeemed 20,528,851 shares of Class A common stock for approximately 215,340,000, or approximately 10.49pershare[136].−Thecompanyrecordedaliabilityofapproximately10.49 per share[136]. - The company recorded a liability of approximately 861,000 as of December 31, 2023, related to the October 2023 redemptions[137]. - The Company has an excise tax liability of approximately 861,000relatedtotheredemptionamount,recordedasareductiontostockholders′deficit[165].Non−RedemptionAgreements−ThecompanyenteredintoNon−RedemptionAgreementswithinvestors,resultinginthecommitmentnottoredeem25,688,054publicsharesinSeptember2023[138].−TheestimatedfairvalueofthefoundersharestobetransferredundertheSeptember2023Non−RedemptionAgreementsisapproximately861,000 related to the redemption amount, recorded as a reduction to stockholders' deficit[165]. Non-Redemption Agreements - The company entered into Non-Redemption Agreements with investors, resulting in the commitment not to redeem 25,688,054 public shares in September 2023[138]. - The estimated fair value of the founder shares to be transferred under the September 2023 Non-Redemption Agreements is approximately 1,825,000[139]. - In January 2024, the company entered into Non-Redemption Agreements with investors for 5,112,264 public shares[140]. - The estimated fair value of the founder shares to be transferred under the January 2024 Non-Redemption Agreements is approximately 1,500,000[141].BusinessCombinationEfforts−ThecompanyhasextendedthedeadlineforcompletingitsinitialbusinesscombinationtoSeptember30,2024[133].−Thecompanyisactivelypursuingdiscussionswithpotentialbusinesscombinationpartnersbuthasnotyetenteredintoadefinitiveagreement[128].−TheCompanyplanstocompleteaBusinessCombinationbeforeSeptember30,2024,toavoidliquidation[167].SubscriptionAgreements−TheCompanyenteredintothePolarSubscriptionAgreementI,withPolarmakingacashcontributionof1,500,000[141]. Business Combination Efforts - The company has extended the deadline for completing its initial business combination to September 30, 2024[133]. - The company is actively pursuing discussions with potential business combination partners but has not yet entered into a definitive agreement[128]. - The Company plans to complete a Business Combination before September 30, 2024, to avoid liquidation[167]. Subscription Agreements - The Company entered into the Polar Subscription Agreement I, with Polar making a cash contribution of 900,000 to cover working capital expenses, which will be repaid upon closing of an initial business combination[142]. - Under the Polar Subscription Agreement I, the Company will issue 0.9 shares of Class A common stock for each dollar contributed, with repayment options including cash or shares at a rate of one share for every 10contributed[142].−TheCompanyreceivedproceedsof10 contributed[142]. - The Company received proceeds of 1,750,000 under the Polar Subscription Agreement II on April 1, 2024, which was aimed at covering working capital expenses and potential excise tax obligations[144]. Financial Performance - For the three months ended March 31, 2024, the Company reported a loss from operations of approximately 2,322,000,primarilyduetocostsassociatedwithfoundersharesandpubliccompanyexpenses[152].−TheCompanyincurredotherexpensesofapproximately2,322,000, primarily due to costs associated with founder shares and public company expenses[152]. - The Company incurred other expenses of approximately 1,733,000 for the three months ended March 31, 2024, largely due to increases in fair value of warrant liabilities and Extension Notes payable[154]. - The Company has not generated any operating revenues to date and only incurs non-operating income from interest on cash and investments[147]. - The total proceeds from the initial public offering were approximately 343,940,000,withabout343,940,000, with about 340,930,000 deposited into the Trust Account[159]. Warrant Liabilities - The Company accounts for public and private placement warrants as warrant liabilities, requiring fair value measurement at issuance and each reporting period[149]. - In June 2023, the Sponsor loaned 200,000totheCompany,whichmaybeconvertedinto133,333Warrantsatthelender′soption[169].FairValueEstimates−Theestimatedfairvalueofthe2024SubscriptionAgreementwasapproximately200,000 to the Company, which may be converted into 133,333 Warrants at the lender's option[169]. Fair Value Estimates - The estimated fair value of the 2024 Subscription Agreement was approximately 1,750,000 upon subscription, with a risk-adjusted discount rate of 12.5% and a merger closing probability of 14%[146]. - The probability of closing a business combination increased from 9.7% at inception in October 2023 to 30% at March 31, 2024, impacting the fair value of the extension promissory notes by 1,916,000[187].OperationalCharges−TheCompanyhasincurredapproximately1,916,000[187]. Operational Charges - The Company has incurred approximately 162,000 in operational charges for executive compensation for the three months ended March 31, 2024[183].