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Hennessy Capital Investment Corp. VI(HCVIU) - 2024 Q3 - Quarterly Report
HCVIUHennessy Capital Investment Corp. VI(HCVIU)2024-11-08 22:15

Financial Position - The Company had approximately 890,000incashandapproximately890,000 in cash and approximately 17,626,000 of negative working capital at September 30, 2024[139]. - As of September 30, 2024, the Company had approximately 890,000incashandapproximately890,000 in cash and approximately 17,625,000 of negative working capital, indicating a need for additional working capital[190]. - The Company has a working capital loan of 200,000fromtheSponsor,whichmaybeconvertedintoWarrantsatthelender′soption[192].−TheCompanyreceivedproceedsof200,000 from the Sponsor, which may be converted into Warrants at the lender's option[192]. - The Company received proceeds of 1,750,000 under the Polar Subscription Agreement II on April 1, 2024[163]. - The Company entered into Polar Subscription Agreement I and II, receiving cash contributions of 900,000and900,000 and 1,750,000 respectively to cover working capital expenses, which are to be repaid upon closing of an initial business combination[194][195]. Business Combination Efforts - A Business Combination Agreement was entered into on June 17, 2024, with Greenstone Corporation, a gold producer focused in Zimbabwe[141]. - The Proposed Business Combination is expected to result in Greenstone becoming a wholly-owned subsidiary of PubCo, which will operate under the name "Namib Minerals" and trade on Nasdaq[142]. - The closing of the Mergers is contingent upon having at least 25.0millionincashavailableintheTrustAccountafterredemptions[144].−StockholdersapprovedanextensiontocompletetheinitialBusinessCombinationuntilSeptember30,2024[147].−StockholdersapprovedtheextensionofthedeadlinefortheCompanytocompleteaninitialBusinessCombinationfromSeptember30,2024,toMarch31,2025,withpotentialfurtherextensionsuntilJune30,2025[149].−TheCompanyisactivelyseekingtocompleteitsinitialbusinesscombinationdespitethechallengesposedbymarketconditionsandgeopoliticalevents[131].−TheCompanyhasincurredsignificantcostsinpursuitofaninitialbusinesscombinationandcannotassuresuccessfulcapitalraisingorcompletionofthebusinesscombination[139].−TheCompanyhasincurredsignificantcostsinpursuinganinitialbusinesscombinationandmayneedadditionalfinancingifcostsexceedexpectationsorifasignificantnumberofpublicsharesareredeemed[198].ShareRedemptions−InOctober2023,theCompanyredeemed8,295,189publicsharesforapproximately25.0 million in cash available in the Trust Account after redemptions[144]. - Stockholders approved an extension to complete the initial Business Combination until September 30, 2024[147]. - Stockholders approved the extension of the deadline for the Company to complete an initial Business Combination from September 30, 2024, to March 31, 2025, with potential further extensions until June 30, 2025[149]. - The Company is actively seeking to complete its initial business combination despite the challenges posed by market conditions and geopolitical events[131]. - The Company has incurred significant costs in pursuit of an initial business combination and cannot assure successful capital raising or completion of the business combination[139]. - The Company has incurred significant costs in pursuing an initial business combination and may need additional financing if costs exceed expectations or if a significant number of public shares are redeemed[198]. Share Redemptions - In October 2023, the Company redeemed 8,295,189 public shares for approximately 86,171,000, or approximately 10.39pershare[151].−InJanuary2024,theCompanyredeemed20,528,851sharesofClassAcommonstockforapproximately10.39 per share[151]. - In January 2024, the Company redeemed 20,528,851 shares of Class A common stock for approximately 215,340,000, or approximately 10.49pershare[152].−InOctober2024,theCompanyredeemed1,992,461sharesofClassAcommonstockforapproximately10.49 per share[152]. - In October 2024, the Company redeemed 1,992,461 shares of Class A common stock for approximately 21,400,000, or approximately 10.74pershare[153].−TheCompanyrecordedaliabilityofapproximately10.74 per share[153]. - The Company recorded a liability of approximately 861,000 related to the October 2023 redemptions as per the Inflation Reduction Act[154]. - The Company entered into non-redemption agreements in September 2023, resulting in 25,688,054 public shares not being redeemed, with the Sponsor transferring 2,568,805 founder shares to investors[155]. - In January 2024, the Company entered into agreements with investors to not redeem 5,112,264 shares, with an estimated fair value of approximately 1,500,000forthefoundersharesinvolved[157].−InSeptember2024,theCompanyenteredintoagreementswithinvestorstonotredeem3,238,379shares,withanestimatedfairvalueofapproximately1,500,000 for the founder shares involved[157]. - In September 2024, the Company entered into agreements with investors to not redeem 3,238,379 shares, with an estimated fair value of approximately 6,670,000 for the founder shares involved[158]. Financial Performance - For the three months ended September 30, 2024, the company reported a loss from operations of approximately 7,980,000,whichincludedestimatedfairvalueofFoundersSharesprovidedascompensationofapproximately7,980,000, which included estimated fair value of Founders Shares provided as compensation of approximately 6,670,000[173]. - The company incurred other expenses of approximately 3,986,000and3,986,000 and 7,138,000 for the three and nine months ended September 30, 2024, respectively, related to changes in fair value of extension notes payable[175]. - The company had a provision for income taxes of 140,000and140,000 and 476,000 for the three and nine months ended September 30, 2024, respectively, resulting from taxable interest income[178]. - The fair value of the Company's extension promissory notes is a critical accounting estimate, with the probability of closing a business combination increasing from 9.7% in October 2023 to 70% by September 30, 2024, impacting the recorded amounts by 6,402,000and6,402,000 and 736,000 respectively[211]. Risks and Uncertainties - The Company is subject to various risks and uncertainties that may materially affect actual results compared to forward-looking statements[130]. - The Company may need to seek additional financing to complete its initial business combination if cash on hand is insufficient, which could involve issuing additional securities or incurring debt[198]. - The Company does not expect to seek loans from parties other than its Sponsor and affiliates, as it believes third parties will be unwilling to provide such funds[197]. - The Company has incurred increased expenses due to being a public company, which are expected to continue to rise substantially since the closing of the initial public offering on October 1, 2021[169]. Management and Governance - Payments to the Chief Operating Officer and Chief Financial Officer ceased following their resignations, with deferred compensation obligations remaining[208]. - The Company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2024, and has entered into an Administrative Support Agreement for $15,000 per month[202][199].