HCVIW Hennessy Capital Investment Corporation VI

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (date of earliest event reported): September 30, 2024 

 

Hennessy Capital Investment Corp. VI

(Exact name of Registrant as specified in its charter)

 

Delaware		001-40846		86-1626937
(State of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

195 US HWY 50, Suite 309 Zephyr Cove, NV		89448
(Address of principal executive offices)		(Zip Code)

 

(307) 734-4849

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Shares of Class A common stock, par value $0.0001 per share		HCVI		The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50		HCVIW		The Nasdaq Stock Market LLC
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant		HCVIU		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

 

On October 1, 2024, Hennessy Capital Investment Corp. VI (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company has failed to comply with Nasdaq Listing Rule IM-5101-2, which requires that a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement. Since the Company’s registration statement became effective on September 28, 2021, it was required to complete its initial business combination by no later than September 28, 2024.

 

Pursuant to the Notice, unless the Company timely requests a hearing to appeal this determination before The Nasdaq Hearings Panel (the “Panel”) by October 8, 2024, the Company’s securities will be subject to suspension and delisting from Nasdaq at the opening of business on October 10, 2024. Accordingly, the Company intends to timely request a hearing before the Panel to request additional time to complete its previously announced business combination agreement with Greenstone Corporation (“Greenstone”). If timely filed, the hearing request will result in a stay of any suspension or delisting action pending the hearing. There can be no assurance that the Panel will grant the Company’s request for an extension or continued listing on Nasdaq.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

 

On September 30, 2024, the Company filed with the Secretary of State of the State of Delaware the following amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”):

 

1)

a Charter amendment that extends the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”), (ii) cease all operations except for the purpose of winding up, and (iii) redeem or repurchase 100% of the Company’s Class A common stock included as part of the units (the “Public Shares”) sold in the Company’s initial public offering that was consummated on October 1, 2021 (including the additional units sold on October 21, 2021 pursuant to the partial exercise of the underwriters’ over-allotment option) from September 30, 2024 to March 31, 2025 (the “Extension”, and such later date, as may be subsequently extended, the “Extended Date”), or such earlier date as determined by the Company’s board of directors (the “Board”), and to allow the Company, without another stockholder vote, to elect, by resolution of the Board, to further extend the Extended Date to consummate a Business Combination up to three times for an additional one month each time, until up to June 30, 2025, unless the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment”); and

 

2)

a Charter amendment that removes the limitation from the Charter that the Company may not redeem Public Shares to the extent that such redemption would result in the Company’s failure to have net tangible assets in excess of $5 million (the “Redemption Limitation Amendment”).

 

The foregoing description is qualified in its entirety by reference to the Extension Amendment and the Redemption Limitation Amendment, copies of which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated by reference herein.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On September 30, 2024, the Company held a special meeting of stockholders (the “Meeting”) for the following purposes:

 

	(1)	to consider and vote upon a proposal to approve the Extension Amendment (as described above) (the “Extension Amendment Proposal”);
	(2)	to consider and vote upon a proposal to approve the Redemption Limitation Amendment (as described above) (the “Redemption Limitation Amendment Proposal”); and

 

(3)

to consider and vote upon a proposal to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal (the “Adjournment Proposal”).

 

There were 16,633,232 shares of the Company’s common stock issued and outstanding on the September 6, 2024 record date of the Meeting. At the Meeting, there were 14,897,191 shares voted by proxy or in person, which constituted a quorum.

 

 

The Company’s stockholders voted to approve the Extension Amendment Proposal pursuant to the following vote:

 

For		Against		Abstain		Broker Non-Votes
14,449,423		239,310		208,458		0

 

The Company’s stockholders voted to approve Redemption Limitation Amendment Proposal pursuant to the following vote:

 

For		Against		Abstain		Broker Non-Votes
14,687,401		1,313		208,477		0

 

As there were sufficient votes to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the Adjournment Proposal was not presented to the Company’s stockholders.

 

Stockholders holding 1,992,461 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. Following such redemptions, the Company will have 3,276,453 Public Shares outstanding.

 

Item 8.01. Other Events.

 

On October 1, 2024, the Company issued a press release announcing the Meeting results.

 

A copy of the press release issued by the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

 

Forward Looking Statements

 

This Current Report on Form 8-K contains statements that are forward-looking and as such are not historical facts. These forward-looking statements include, but are not limited to, statements regarding our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future and any other statements that are not statements of current or historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the words “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “plans,” “may,” “might,” “plan,” “possible,” “potential,” “projects,” “predicts,” “will,” “would,” or “should,” or, in each case, their negative or other variations or comparable terminology, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, but are not limited to, statements regarding the Company’s expectations regarding a hearing before the Panel and a stay of the suspension of trading on the Company’s securities and the Company’s plan to complete a business combination with Greenstone and thereby regain compliance with Nasdaq listing requirements. Forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this Current Report on Form 8-K, and undue reliance should not be placed on forward-looking statements. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Current Report on Form 8-K, those results or developments may not be indicative of results or developments in subsequent period. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, such as: our ability to cure any deficiencies in compliance with Nasdaq Listing Rule IM-5101-2 or maintain compliance with other Nasdaq listing rules, our eligibility for additional compliance periods, if necessary, in which to seek to regain compliance with Nasdaq Listing Rule IM-5101-2 by completing a business combination with Greenstone, our ability to meet applicable Nasdaq requirements for any such additional compliance period and risks related to the substantial costs and diversion of management’s attention and resources due to these matters, and risks related to the expected timing and likelihood of completion of the proposed transaction with Greenstone, including the risk that the proposed transaction may not close due to the failure to receive the required securityholder approvals or due to one or more other closing conditions to the transaction not being satisfied or waived, such as regulatory approvals not being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed or refused to grant approval for the consummation of the transaction or required certain conditions, limitations or restrictions in connection with such approvals. Please refer to those risk factors described under “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2024, under “Risk Factors” section in the Company’s Definitive Proxy Statement filed with the SEC on September 11, 2024, and in other reports the Company files with the SEC.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibits are filed with this Form 8-K:

 

Exhibit No.		Description of Exhibits
3.1		Third Amendment to Amended and Restated Certificate of Incorporation
3.2		Fourth Amendment to Amended and Restated Certificate of Incorporation
99.1		Press Release issued October 1, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

HENNESSY CAPITAL INVESTMENT CORP. VI
By:	/s/ Nicholas Geeza
Name:	Nicholas Geeza
Title:	Executive Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)

 

Dated: October 2, 2024 

 

 

3

 

 

Exhibit 3.1

 

THIRD AMENDMENT
TO THE

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF

HENNESSY CAPITAL INVESTMENT CORP. VI

 

Pursuant to Section 242 of the Delaware General Corporation Law

 

Hennessy Capital Investment Corp. VI (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

 

1)

The name of the Corporation is Hennessy Capital Investment Corp. VI. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on January 22, 2021 (the “Original Certificate”). An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on September 28, 2021 (as amended by the First Amendment (as defined below) and further amended by the Second Amendment (as defined below), the “Amended and Restated Certificate of Incorporation”).

 

2)

A First Amendment to the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on September 29, 2023 (the “First Amendment”).

 

3)

A Second Amendment to the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on January 10, 2024 (the “Second Amendment”).

 

4)

This Third Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation.

 

5)

This Third Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

6)

The text of Section 9.1(b) of Article IX is hereby amended and restated to read in full as follows:

 

(b)

Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 10, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination on or before March 31, 2025, or such earlier date as determined by the Board, provided that the Corporation has the right, by resolution of the Board, to further extend such date to consummate a business combination up to three times for an additional one month each time, until up to June 30, 2025 (or, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date, the next date upon which the Office of the Delaware Division of Corporations shall be open for business) (the “Completion Window”) or (iii) the redemption of shares in connection with a vote seeking to amend any provisions of this Amended and Restated Certificate as described in Section 9.7. Holders of shares of the Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are affiliates or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”

 

 

IN WITNESS WHEREOF, Hennessy Capital Investment Corp. VI has caused this Third Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this 30th day of September, 2024.

 

HENNESSY CAPITAL INVESTMENT CORP. VI

 

By:	/s/ Daniel J. Hennessy
Name:	Daniel J. Hennessy
Title:	Chairman and Chief Executive Officer

 

 

 

Exhibit 3.2

 

FOURTH AMENDMENT TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF

HENNESSY CAPITAL INVESTMENT CORP. VI

 

Hennessy Capital Investment Corp. VI., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify:

 

1)

The name of the Corporation is Hennessy Capital Investment Corp. VI. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on January 22, 2021 (the “Original Certificate”). An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on September 28, 2021 (as amended by the First Amendment (as defined below) and further amended by the Second Amendment (as defined below) and Third Amendment (as defined below), the “Amended and Restated Certificate of Incorporation”)).

 

2)

A First Amendment to the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on September 29, 2023 (the “First Amendment”).

 

3)

A Second Amendment to the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on January 10, 2024 (the “Second Amendment”).

 

4)

A Third Amendment to the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on September 30, 2024 (the “Third Amendment”).

 

5)

This Fourth Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation.

 

6)

This Fourth Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

7)

The text of Section 9.2(a) of Article IX is hereby amended and restated to read in full as follows:

 

“Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed upon the consummation of the initial Business Combination pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”) hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the “Redemption Price”). Notwithstanding anything to the contrary contained in this Amended and Restated Certificate, there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.”

 

 

 

8)

The text of Section 9.2(e) of Article IX is hereby amended and restated to read in full as follows:

 

“If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the proposed initial Business Combination only if such initial Business Combination is approved by the affirmative vote of the holders of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination (or such other vote as the applicable law or stock exchange rules then in effect may require).”

 

9)

The text of Section 9.2(f) of Article IX is hereby deleted in its entirety.

 

10)

The text of Section 9.7 of Article IX is hereby amended and restated to read in full as follows:

 

“Additional Redemption Rights. If, in accordance with Section 9.1(a), any amendment is made to this Certificate of Incorporation to modify the substance or timing of the Corporation’s obligation to provide for the redemption of the Offering Shares in connection with an initial Business Combination or to redeem 100% of the Offering Shares if the Corporation has not consummated an initial Business Combination within the Completion Window or with respect to any other material provisions of this Certificate of Incorporation relating to stockholder’s rights or pre-initial Business Combination activity, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest, divided by the number of then outstanding Offering Shares.”

 

All other provisions of the Certificate of Incorporation shall remain in full force and effect.

 

 

IN WITNESS WHEREOF, Hennessy Capital Investment Corp. VI has caused this Fourth Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this 30th day of September, 2024.

 

HENNESSY CAPITAL INVESTMENT CORP. VI

 

By:	/s/ Daniel J. Hennessy
Name:	Daniel J. Hennessy
Title:	Chairman and Chief Executive Officer

 

 

3

Exhibit 99.1

 

Hennessy Capital Investment Corp. VI Announces Stockholder Approval of Extension of Deadline to Complete Business Combination

 

New York, NY, Oct. 1, 2024 – Hennessy Capital Investment Corp. VI (NASDAQ: HCVI) (the “Company”) announced today that the Company’s stockholders voted in favor of the proposal to amend the Company’s amended and restated certificate of incorporation (“Charter”) to extend the date by which the Company must consummate an initial business combination from September 30, 2024 to March 31, 2025 (the “Extended Date”), or such earlier date as determined by the board of directors of the Company (the “Board”), and to allow the Company, without another stockholder vote, to elect, by resolution of the Board, to further extend the Extended Date to consummate an initial business combination up to three times for an additional one month each time, until up to June 30, 2025, unless the closing of an initial business combination shall have occurred prior thereto. The Company’s stockholders also voted in favor of the proposal to remove from the Charter the limitation that the Company may not redeem public shares of its common stock to the extent that such redemption would result in the Company’s failure to have net tangible assets in excess of $5 million. A Current Report on Form 8-K disclosing the full voting results will be filed with the U.S. Securities and Exchange Commission (the “SEC”).

 

Daniel Hennessy, Chairman and Chief Executive Officer of the Company remarked: “We are extremely pleased with the support of stockholders who voted overwhelmingly for the extension, which allows us to continue focusing on completing the proposed business combination with Namib Minerals.”

 

About Hennessy Capital Investment Corp. VI

 

The Company is a blank check company founded by Daniel J. Hennessy and formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any business, industry, sector or geographical location, it intends to focus its search on target businesses in the industrial technology sector.

 

Forward-Looking Statements

 

This press release contains statements that are forward-looking and as such are not historical facts. These forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future and any other statements that are not statements of current or historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the words “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “plans,” “may,” “might,” “plan,” “possible,” “potential,” “projects,” “predicts,” “will,” “would,” or “should,” or, in each case, their negative or other variations or comparable terminology, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this press release, and undue reliance should not be placed on forward-looking statements. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent period. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Please refer to those risk factors described under “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2024, under “Risk Factors” section in the Company’s definitive proxy statement in connection with the Company’s meeting of stockholders, as filed with the SEC on September 11, 2024, and in other reports the Company files with the SEC.

 

Contact

 

Nicholas Geeza

 

ngeeza@hennessycapitalgroup.com

 

v3.24.3

Cover	Sep. 30, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-40846
Entity Registrant Name	Hennessy Capital Investment Corp. VI
Entity Central Index Key	0001842937
Entity Tax Identification Number	86-1626937
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	195 US HWY 50
Entity Address, Address Line Two	Suite 309
Entity Address, City or Town	Zephyr Cove
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89448
City Area Code	307
Local Phone Number	734-4849
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Shares of Class A common stock, par value $0.0001 per share
Title of 12(b) Security	Shares of Class A common stock, par value $0.0001 per share
Trading Symbol	HCVI
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	HCVIW
Security Exchange Name	NASDAQ
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant
Trading Symbol	HCVIU
Security Exchange Name	NASDAQ

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