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Hennessy Capital Investment Corp. VI(HCVIU) - 2025 Q1 - Quarterly Report
HCVIUHennessy Capital Investment Corp. VI(HCVIU)2025-05-15 11:01

Financial Position - The Company had approximately 891,000incashandapproximately891,000 in cash and approximately 23,982,000 of negative working capital as of March 31, 2025[153]. - As of March 31, 2025, the company had approximately 891,000incashand891,000 in cash and 23,871,000 of negative working capital, indicating a need for additional working capital[209]. - The company incurred approximately 505,000and505,000 and 475,000 in outstanding working capital loans as of April 28, 2025, and March 31, 2025, respectively[212]. - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2025[218][219]. Business Combination - On June 17, 2024, the Company entered into a Business Combination Agreement with PubCo and Greenstone, an established gold producer[156]. - The Business Combination Agreement was amended on April 14, 2025, to extend the outside date to May 1, 2025, and remove the minimum cash condition[157]. - The proposed business combination with Greenstone is expected to create a publicly traded company operating under the name "Namib Minerals" on Nasdaq[158]. - The Company has extended its completion window to May 31, 2025, as permitted by its Amended and Restated Certificate of Incorporation[161]. - The Company is incurring significant costs in the pursuit of an initial business combination[153]. - The probability of closing a business combination has increased from 9.7% in October 2023 to 90% by March 31, 2025, impacting the fair value of the Polar Subscription Agreements significantly[229]. - The company intends to use substantially all funds held in the Trust Account to complete its initial Business Combination[201]. Stockholder Actions - Stockholders holding 3,251,056 shares of the Company's Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account during the Special Meeting on May 6, 2025[163]. - Stockholders approved the extension of the initial Business Combination deadline from October 1, 2023, to January 10, 2024, at the September 2023 Extension Meeting[165]. - At the January 2024 Extension Meeting, stockholders extended the deadline to September 30, 2024, allowing for further extensions up to June 30, 2025[167]. Redemptions - In October 2023, the company redeemed 8,295,189 public shares for approximately 86,171,000,orabout86,171,000, or about 10.39 per share[170]. - In January 2024, the company redeemed 20,528,851 public shares for approximately 215,340,000,orabout215,340,000, or about 10.49 per share[171]. - Following the September 2024 Extension Meeting, the company redeemed 1,992,461 public shares for approximately 21,400,000,orabout21,400,000, or about 10.74 per share[172]. - The company recorded a liability of approximately 861,000relatedtotheOctober2023redemptions,andliabilitiesofapproximately861,000 related to the October 2023 redemptions, and liabilities of approximately 3,229,000 and 3,230,000forJanuary2024andSeptember2024redemptions,respectively[173].−Thecompanyrecordedanexcisetaxliabilityofapproximately3,230,000 for January 2024 and September 2024 redemptions, respectively[173]. - The company recorded an excise tax liability of approximately 2,368,000 related to redemptions from January 2024 and September 2024, bringing the total accrued liability for excise tax to approximately 3,230,000asofMarch31,2025[208].Non−RedemptionAgreements−InSeptember2023,thecompanyenteredintonon−redemptionagreementswithinvestorsfor25,688,054publicshares,resultinginadeemedcontributionofapproximately3,230,000 as of March 31, 2025[208]. Non-Redemption Agreements - In September 2023, the company entered into non-redemption agreements with investors for 25,688,054 public shares, resulting in a deemed contribution of approximately 1,825,000[175]. - In January 2024, the company entered into non-redemption agreements for 5,112,264 public shares, with a deemed contribution of approximately 1,500,000[177].−InSeptember2024,thecompanyenteredintonon−redemptionagreementsfor3,238,379publicshares,withadeemedcontributionofapproximately1,500,000[177]. - In September 2024, the company entered into non-redemption agreements for 3,238,379 public shares, with a deemed contribution of approximately 6,670,000[179]. Expenses and Losses - For the three months ended March 31, 2025, the company reported a loss from operations of approximately 1,369,000,including1,369,000, including 1,007,000 in business combination costs and 267,000inpubliccompanycosts[193].−Thecompanyincurredotherexpensesofapproximately267,000 in public company costs[193]. - The company incurred other expenses of approximately 1,863,000 related to changes in fair value of extension notes payable and 558,000forwarrantliabilitiesforthethreemonthsendedMarch31,2025[195].−Thecompanyhasincurredincreasedexpensesduetobeingapubliccompany,whichareexpectedtocontinuetorisesubstantially[189].ContributionsandAgreements−ThecompanyenteredintoasubscriptionagreementwithPolarfora558,000 for warrant liabilities for the three months ended March 31, 2025[195]. - The company has incurred increased expenses due to being a public company, which are expected to continue to rise substantially[189]. Contributions and Agreements - The company entered into a subscription agreement with Polar for a 900,000 cash contribution to cover working capital expenses, with repayment options upon closing[180]. - The estimated fair value of the Polar Subscription Agreement I increased to 8,813,000atMarch31,2025,reflectinga8,813,000 at March 31, 2025, reflecting a 1,665,000 increase over the previous three months, with a probability of an initial business combination closing of 90%[185]. - The estimated fair value of the Polar Subscription Agreement II was approximately 2,570,000atMarch31,2025,anincreaseofapproximately2,570,000 at March 31, 2025, an increase of approximately 198,000 during the three months then ended, with a probability of business combination closing of 90%[186]. - The company received proceeds of 1,750,000underthePolarSubscriptionAgreementIIonApril1,2024[183].−Thecompanyhasreceivedcashcontributionsof1,750,000 under the Polar Subscription Agreement II on April 1, 2024[183]. - The company has received cash contributions of 900,000 and 1,750,000fromPolartocoverworkingcapitalexpenses,whicharetoberepaiduponclosingofaninitialbusinesscombination[213][214].FinancingandDebt−ThecompanydoesnotexpecttoseekloansfrompartiesotherthanitsSponsorandaffiliates,indicatinglimitedexternalfinancingoptions[216].−Thecompanymayneedtoseekadditionalfinancingtocompleteitsinitialbusinesscombinationifcostsexceedexpectationsorifsignificantpublicsharesareredeemed[217].−Thecompanyhasincurreddeferredcompensationobligationsofapproximately1,750,000 from Polar to cover working capital expenses, which are to be repaid upon closing of an initial business combination[213][214]. Financing and Debt - The company does not expect to seek loans from parties other than its Sponsor and affiliates, indicating limited external financing options[216]. - The company may need to seek additional financing to complete its initial business combination if costs exceed expectations or if significant public shares are redeemed[217]. - The company has incurred deferred compensation obligations of approximately 1,186,000 for its executives from September 29, 2021, to March 31, 2025[224].