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Hennessy Capital Investment Corp. VI(HCVIU) - 2024 Q2 - Quarterly Report
HCVIUHennessy Capital Investment Corp. VI(HCVIU)2024-08-14 20:29

Financial Position - The Company had approximately 980,000incashandapproximately980,000 in cash and approximately 12,390,000 of negative working capital at June 30, 2024[145]. - The Company has approximately 862,000ofcashsegregatedforthepaymentofexcisetaxesonthe2023redemptionsofClassAcommonstock[145].−AsofJune30,2024,thecompanyreportednolong−termdebt,capitalleaseobligations,orlong−termliabilities[203].−ThecompanyhassignificantuncertaintiesregardingitsabilitytocontinueasagoingconcernifitcannotcompleteaBusinessCombinationbySeptember30,2024[192].BusinessCombination−OnJune17,2024,theCompanyenteredintoaBusinessCombinationAgreementwithGreenstoneCorporation,agoldproducerfocusedinZimbabwe[146].−TheproposedbusinesscombinationisexpectedtoresultinPubCobecomingapubliclytradedcompanywithitssharestradingontheNasdaqCapitalMarketunderthetickersymbols"NAMM"and"NAMMW"[148].−ThegrossamountofcashavailableintheTrustAccountfollowingredemptionsmustbenotlessthan862,000 of cash segregated for the payment of excise taxes on the 2023 redemptions of Class A common stock[145]. - As of June 30, 2024, the company reported no long-term debt, capital lease obligations, or long-term liabilities[203]. - The company has significant uncertainties regarding its ability to continue as a going concern if it cannot complete a Business Combination by September 30, 2024[192]. Business Combination - On June 17, 2024, the Company entered into a Business Combination Agreement with Greenstone Corporation, a gold producer focused in Zimbabwe[146]. - The proposed business combination is expected to result in PubCo becoming a publicly traded company with its shares trading on the Nasdaq Capital Market under the ticker symbols "NAMM" and "NAMMW"[148]. - The gross amount of cash available in the Trust Account following redemptions must be not less than 25.0 million for the closing of the business combination[150]. - The Company has extended the deadline to complete its initial business combination to September 30, 2024[153]. - The company plans to use substantially all funds in the Trust Account to complete its initial Business Combination[185]. Share Redemptions - Stockholders redeemed 8,295,189 public shares for approximately 86,171,000,orapproximately86,171,000, or approximately 10.39 per share, in October 2023[155]. - In January 2024, stockholders redeemed 20,528,851 shares of Class A common stock for approximately 215,340,000,orapproximately215,340,000, or approximately 10.49 per share[156]. - The Company entered into non-redemption agreements in September 2023, resulting in 25,688,054 public shares not being redeemed, with a transfer of 2,568,805 founder shares valued at approximately 1,825,000[158][159].−InJanuary2024,theCompanyenteredintoadditionalnon−redemptionagreementsfor5,112,264publicshares,withatransferof1,022,453foundersharesvaluedatapproximately1,825,000[158][159]. - In January 2024, the Company entered into additional non-redemption agreements for 5,112,264 public shares, with a transfer of 1,022,453 founder shares valued at approximately 1,500,000[161][162]. - On October 12, 2023, the company redeemed 8,295,189 shares of Class A common stock for approximately 86,171,000,orapproximately86,171,000, or approximately 10.39 per share[189]. - In January 2024, the company redeemed 20,528,851 shares of Class A common stock for approximately 215,340,000,orapproximately215,340,000, or approximately 10.49 per share[190]. Financial Performance - For the three months ended June 30, 2024, the Company reported a loss from operations of approximately 3,502,000,includingcostsassociatedwithbeingapubliccompany[175].−Thecompanyincurredotherexpensesofapproximately3,502,000, including costs associated with being a public company[175]. - The company incurred other expenses of approximately 1,523,000 and 3,256,000forthethreeandsixmonthsendedJune30,2024,primarilyrelatedtochangesinfairvalueofextensionnotespayableandwarrantliabilities[178].−ForthethreeandsixmonthsendedJune30,2023,thecompanyreportedalossfromoperationsofapproximately3,256,000 for the three and six months ended June 30, 2024, primarily related to changes in fair value of extension notes payable and warrant liabilities[178]. - For the three and six months ended June 30, 2023, the company reported a loss from operations of approximately 2,173,000 and 3,217,000,respectively[177].−OtherincomeforthethreeandsixmonthsendedJune30,2023,wasapproximately3,217,000, respectively[177]. - Other income for the three and six months ended June 30, 2023, was approximately 3,271,000 and 4,767,000,respectively,primarilyfrominterestincomeoncashandinvestmentsintheTrustAccount[179].CapitalContributions−TheCompanyreceivedacashcontributionof4,767,000, respectively, primarily from interest income on cash and investments in the Trust Account[179]. Capital Contributions - The Company received a cash contribution of 900,000 under the Polar Subscription Agreement I on October 13, 2023, to cover working capital expenses[163]. - The company has received capital contributions of 900,000inOctober2023and900,000 in October 2023 and 1,750,000 in January 2024 to cover working capital expenses[188][196]. - The estimated fair value of the Polar Subscription Agreement I was 3,798,000asofJune30,2024,basedona403,798,000 as of June 30, 2024, based on a 40% probability of an initial Business Combination closing[167]. - The estimated fair value of the Polar Subscription Agreement II was approximately 2,004,000 as of June 30, 2024, with a risk-adjusted discount rate of 10%[168]. Expenses and Liabilities - The Company has incurred significant costs in pursuit of an initial business combination and cannot assure successful capital raising[145]. - The Company has incurred increased expenses since its initial public offering, primarily due to legal, financial reporting, and consulting fees[171]. - The aggregate fair value of founder shares to be transferred under the non-redemption agreements is recorded as a deemed contribution to the capital of the Company[174]. - Deferred compensation for related parties amounted to approximately 1,159,000fromSeptember29,2021,toJune30,2024[208].−PaymentstotheChiefOperatingOfficerceasedinSeptember2023followinghisresignation[209].AccountingandValuation−Thecompanyaccountsforpublicandprivateplacementwarrantsaswarrantliabilities,requiringfairvaluemeasurementateachreportingperiod[172].−Thecompanyhasengagedvaluationprofessionalstoassessthefairvalueofcomplexfinancialinstrumentsduetolimitedobservableinputs[213].−Thecompanydoesnotbelieveithasanyothercriticalaccountingestimates[214].−Thefairvalueofthecompany′sextensionpromissorynotesincreasedby1,159,000 from September 29, 2021, to June 30, 2024[208]. - Payments to the Chief Operating Officer ceased in September 2023 following his resignation[209]. Accounting and Valuation - The company accounts for public and private placement warrants as warrant liabilities, requiring fair value measurement at each reporting period[172]. - The company has engaged valuation professionals to assess the fair value of complex financial instruments due to limited observable inputs[213]. - The company does not believe it has any other critical accounting estimates[214]. - The fair value of the company's extension promissory notes increased by 2,898,000 due to a change in the probability of closing a business combination from 9.7% to 40% between October 2023 and June 30, 2024[213]. Administrative Support - The company pays Hennessy Capital Group LLC $15,000 per month for administrative support[203]. - The company has no off-balance sheet financing arrangements or special purpose entities[202].