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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 19, 2023
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) |
(775)-339-1671
(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 1.01. Entry into a Material Definitive
Agreement.
On
September 19, 2023, Hennessy Capital Partners VI LLC (the “Sponsor”) and Hennessy Capital Investment Corp. VI (the “Company”)
entered into an agreement (“Non-Redemption Agreement”) with an unaffiliated third party investor in exchange for such investor
agreeing not to redeem an aggregate of 132,398 shares of Class A common stock (“Non-Redeemed Shares”) at the special meeting
called by the Company (the “Meeting”) to approve a proposal to amend the Company’s amended and restated certificate
of incorporation (the “Charter”) to extend the date by which the Company must consummate an initial business combination (the
“Extension Amendment Proposal”) from October 1, 2023 to January 10, 2024 (the “Extension”). In exchange for the
foregoing commitment not to redeem the Non-Redeemed Shares, the Sponsor has agreed to transfer to such investor an aggregate of 9,735
shares of Class B common stock of the Company held by the Sponsor, promptly following the closing of the Company’s initial business
combination (but no later than two business days thereafter) if they do not exercise their redemption rights with respect to the Non-Redeemed
Shares in connection with the Meeting and that the Extension Amendment Proposal is approved and effected by the Company’s filing
with the Secretary of the State of Delaware of a Certificate of Amendment to the Charter. The Non-Redemption Agreement is not expected
to increase the likelihood that the Extension Amendment Proposal is approved by the Company’s stockholders at the Meeting but will
increase the amount of funds that remain in the Company’s trust account following the Meeting. The Company may enter into additional,
similar non-redemption agreements in connection with the Meeting The foregoing summary of the Non-Redemption Agreement does not purport
to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement attached hereto as Exhibit 10.1,
which is incorporated herein by reference.
Item 8.01. Other Events
On
September 20, 2023, the Company announced the postponement of the Meeting until 9:00 AM Eastern time on September 29, 2023. Accordingly,
the deadline for a demand for redemption of the public shares has been extended to 5:00 PM Eastern time on September 27, 2023.
The
Company has determined that, if the Extension Amendment Proposal is approved and the Extension is implemented, it will not utilize any
funds from its trust account to pay any potential excise taxes that may become due pursuant to the Inflation Reduction Act of 2022 upon
a redemption of the public shares, including, but not limited to, in connection with a liquidation of the Company if the Company does
not effect its initial business combination prior to its termination date.
Forward Looking Statements
This Current Report 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 Current Report, 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, 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 28, 2023, under “Risk Factors” section in the Definitive Proxy Statement, and in other reports the Company files
with the SEC.
No Offer or Solicitation
This Current Report shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities. This communication shall also not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
Additional Information and Where to Find It
The Company urges investors, shareholders and other interested persons
to read the Definitive Proxy Statement as well as other documents filed by the Company with the SEC, because these documents will contain
important information about the Company and the Extension Amendment Proposal. Shareholders may obtain copies of the Definitive Proxy Statement,
without charge, at the SEC’s website at www.sec.gov or by directing a request to the Company’s proxy solicitor,
Morrow Sodali LLC, at 33 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, Toll-Free (800) 662-5200 or (203) 658-9400, Email:
HCVI.info@investor.morrowsodali.com.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
HENNESSY CAPITAL INVESTMENT CORP. VI |
|
|
|
Date: September 20, 2023 |
By: |
/s/ Nicholas Petruska |
|
|
Name: |
Nicholas Petruska |
|
|
Title: |
Chief Financial Officer |
3
Exhibit 10.1
NON-REDEMPTION
AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST
This
Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of September [ ],
2023 by and among Hennessy Capital Investment Corp. VI (“HCVI”), Hennessy Capital Partners VI LLC, a Delaware limited
liability company (the “Sponsor”), and the undersigned investors (collectively, the “Investor”).
RECITALS
WHEREAS,
the Sponsor currently holds HCVI Class B common stock, par value $0.0001 per share, initially purchased in a private placement prior
to HCVI’s initial public offering (the “Founder Shares”);
WHEREAS,
HCVI expects to hold a special meeting of stockholders (as adjourned or postponed from time to time, the “Meeting”)
for the purpose of approving, among other things, an amendment to HCVI’s amended and restated certificate of incorporation (the
“Charter”) to extend the date by which HCVI must consummate an initial business combination (the “Initial
Business Combination”) from October 1, 2023 to January 10, 2024 (the “Extension”);
WHEREAS, the
Charter provides that a stockholder of HCVI may elect to redeem its shares of Class A common stock, par value $0.0001 per share, initially
sold as part of the units in HCVI’s initial public offering (whether they were purchased in our initial public offering or thereafter
in the open market) (the “Public Shares” and together with the Founder Shares, the “Common Stock”)
for a per-share price, payable in cash, equal to the aggregate amount then on deposit in HCVI’s trust account, including interest,
divided by the number of then outstanding Public Shares, in connection with the proposal to amend the Charter to effectuate the Extension
upon the terms and subject to the conditions set forth in the Charter (“Redemption Rights”); and
WHEREAS,
subject to the terms and conditions of this Agreement, the Sponsor desires to transfer to the Investor, and the Investor desires to acquire
from the Sponsor, that number of Founder Shares set forth opposite such Investor’s name on Exhibit A (the “Assigned
Securities”), to be transferred to the Investor in connection with HCVI’s completion of its Initial Business Combination,
and, prior to the transfer of the Assigned Securities to the Investor, the Sponsor desires to assign the economic benefits of the Assigned
Securities to the Investor.
NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Investor and the Sponsor hereby agree as follows:
| 1.1. | Upon
the terms and subject to the conditions of this Agreement, if (a) as of 5:30 PM, New York time, on the date of the Meeting, the Investor
holds the Investor Shares (as defined below), (b) the Investor does not exercise (or exercised and validly rescinds) its Redemption Rights
with respect to all of the Investor Shares in connection with the Meeting, and (c) the Extension is approved at the Meeting and is effected
by HCVI’s filing with the Secretary of State of the State of Delaware of a Certificate of Amendment to the Charter, then the Sponsor
hereby agrees to assign to the Investor for no additional consideration the Assigned Securities set forth on Exhibit A, and the
Sponsor further agrees to assign to the Investor the Economic Interest (as defined below) associated with the Assigned Securities that
the Sponsor has agreed to assign to the Investor. “Investor Shares” shall mean an amount of the Public Shares held
by the Investor equal to the lesser of an aggregate amount of (i) [ ] Public Shares, and (ii) 9.9% of the
Public Shares that are not to be redeemed, including those Public Shares subject to non-redemption agreements with other HCVI stockholders
similar to this Agreement on or about the date of the Meeting. The Sponsor and HCVI agree to provide the Investor with the final number
of the Investor Shares subject to this Agreement no later than 9:30 a.m. Eastern on the first business day following the date of the
Meeting (and in all cases a sufficient amount of time to allow the Investor to reverse any exercise of Redemption Rights with regard
to any Investor Shares). |
| 1.2. | The
Sponsor and the Investor hereby agree that the assignment of the Assigned Securities shall
be subject to the conditions that (i) the Initial Business Combination is consummated; and
(ii) the Investor (or its permitted transferees (as provided by Section 7(c) of that certain
Letter Agreement, dated September 28, 2021, by and among HCVI, the Sponsor and HCVI’s
officers and directors (as it exists on the date hereof, the “Letter Agreement”))
executes a written agreement (pursuant to Section 7(c) of the Letter Agreement), agreeing
to be bound by the transfer restrictions and the other restrictions in the Letter Agreement. |
Upon
the satisfaction of the foregoing conditions, as applicable, the Sponsor shall transfer the Assigned Securities to the Investor (or its
permitted transferees as provided by Section 7(c) of that certain Letter Agreement) promptly following the closing of the Initial Business
Combination (but no later than two business days thereafter) free and clear of any liens or other encumbrances, other than pursuant to
Section 7 of the Letter Agreement, restrictions on transfer imposed by the securities laws, and any other agreement relating to the Founder
Shares entered into in connection with the Initial Business Combination (which shall be no less favorable or more restrictive than what
is agreed to by the Sponsor). The Sponsor and HCVI covenant and agree to facilitate such transfer to the Investor (or its permitted transferees
as provided by Section 7(c) of that certain Letter Agreement) in accordance with the foregoing.
| 1.3. | Adjustment
to Share Amounts. If at any time the number of outstanding Founder Shares is increased
or decreased by a consolidation, combination, subdivision or reclassification of the shares
of Common Stock or other similar event, then, as of the effective date of such consolidation,
combination, subdivision, reclassification or similar event, all share numbers referenced
in this Agreement shall be adjusted in proportion to such increase or decrease in the shares
of Common Stock. |
| 1.4. | Merger
or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification,
consolidation or merger involving HCVI in which its shares of Common Stock are converted
into or exchanged for securities, cash or other property, then, following any such reorganization,
recapitalization, reclassification, consolidation or merger, in lieu of shares of Common
Stock, the Sponsor shall transfer, with respect to each Founder Share to be transferred hereunder,
promptly after and upon the Sponsor’s receipt thereof, the kind and amount of securities,
cash or other property into which such Assigned Securities converted or were exchanged and
the Economic Interest shall be with respect to such kind and amount of securities, cash or
other property. |
| 1.5. | Forfeitures,
Transfers, etc. The Investor shall not be subject to forfeiture, surrender, claw-back,
transfers, disposals, exchanges or earn-outs for any reason on the Assigned Securities. The
Investor acknowledges that, pursuant to the Amended and Restated Operating Agreement of the
Sponsor (as it exists on the date hereof, the “Sponsor Operating Agreement”),
prior to, or at the time of, the Initial Business Combination, the managers of the Sponsor
have the authority to cause the Sponsor to subject the Founder Shares to earn-outs, forfeitures,
transfers or other restrictions, or amend the terms under which the Founder Shares were issued
or any restrictions or other provisions relating to the Founder Shares set forth in the instruments
establishing the same (including voting in favor of any such amendment) or enter into any
other arrangements with respect to the Founder Shares, and that the managers are authorized
to effectuate such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements,
including arrangements relating to the relaxation or early release of restrictions, in such
amounts and pursuant to such terms as they determine in their sole and absolute discretion
for any reason. Sponsor acknowledges and agrees that any such earn-outs, forfeitures, transfers,
restrictions, amendments or arrangements shall apply only to the Founder Shares other than
the Assigned Securities and the terms and conditions applicable to the Assigned Securities
shall not be changed or reduced as a result of any such earn-outs, forfeitures, transfers,
restrictions, amendments or arrangements. |
| 1.6. | Delivery
of Shares; Other Documents. At the time of the transfer of Assigned Securities hereunder,
the Sponsor shall deliver the Assigned Securities to the Investor by transfer of book-entry
shares effected through HCVI’s stock ledger and through HCVI’s transfer agent.
The parties to this Agreement agree to execute, acknowledge and deliver such further instruments
and to do all such other acts, as may be necessary or appropriate to carry out the purposes
and intent of this Agreement. |
| 1.7. | Assignment
of Registration Rights. Concurrent with the transfer of Assigned Securities to the Investor
under this Agreement, the Sponsor hereby assigns all of its rights, duties and obligations
to the Investor with respect to the Assigned Securities under that certain Registration Rights
Agreement, dated September 28, 2021, by and among HCVI, the Sponsor and the other parties
thereto (as it exists on the date hereof, the “Registration Rights Agreement”),
and hereby represents and confirms to the Investor that, upon the Investor’s receipt
of the Assigned Securities and compliance with the last sentence of this Section 1.7,
(i) the Investor shall become a “Holder” under the Registration Rights Agreement
and (ii) the Assigned Securities shall be “Registrable Securities” under the
Registration Rights Agreement. This Agreement constitutes the Sponsor’s written notice
to HCVI of such assignment in accordance with the Registration Rights Agreement (if required).
The Investor shall execute a written agreement (pursuant to Section 5.2 of the Registration
Rights Agreement), to be bound by the terms and provisions of the Registration Rights Agreement
(which may be accomplished by an addendum or certificate of joinder of the Registration Rights
Agreement) as a “Holder” thereunder with respect to the Assigned Securities (upon
acquisition thereof) as “Registrable Securities” thereunder. |
| 1.8. | Joinder
to Letter Agreement. In connection with the transfer of the Assigned Securities to the
Investor, the Investor shall execute a joinder to the Letter Agreement and the Registration
Rights Agreement in substantially the form attached here to as Exhibit B (the “Joinder”)
pursuant to which the Investor shall agree with HCVI, in accordance with Section 7 of the
Letter Agreement, to be bound by, and to be subject to, Section 7 of the Letter Agreement
solely with respect to its Assigned Securities and to be bound by the terms and provisions
of the Registration Rights Agreement as a “Holder” thereunder with respect to
the Assigned Securities (upon acquisition thereof) as “Registrable Securities”
thereunder. Notwithstanding anything in this Agreement or the Joinder to the contrary, the
Investor shall be released with respect to the Assigned Securities from any transfer or lock-up
restrictions under the Letter Agreement or the Registrations Rights Agreement to the same
proportional extent as any other holders, including the Sponsor, is released from such restrictions
with respect to its remaining Founder Shares. |
| 1.9. | Termination.
This Agreement and each of the obligations of the undersigned shall terminate on earlier
of (a) the failure of HCVI’s stockholders to approve the Extension at the Meeting,
(b) the fulfillment of all obligations of parties hereto, (c) the liquidation or dissolution
of HCVI, (d) the mutual written agreement of the parties hereto; or (e) if the Investor exercises
its Redemption Rights with respect to any Investor Shares in connection with the Meeting
and such Investor Shares are actually redeemed in connection with the Meeting. Notwithstanding
any provision in this Agreement to the contrary, the Sponsor’s obligation to transfer
the Assigned Securities or assign the Economic Interest to the Investor shall be conditioned
on (i) the satisfaction of the conditions set forth in Section 1.2, Section 1.7
and Section 1.8 hereof and (ii) the Investor Shares not being redeemed in connection
with the Meeting. |
| 2. | Assignment
of Economic Interest. |
| 2.1. | Upon
satisfaction of the conditions set forth in Section 1.1, the Sponsor hereby assigns
to the Investor all of its economic right, title and interest in and to that number of Assigned
Securities set forth on Exhibit A (the “Economic Interest”), subject
to adjustment as set forth in Section 2.2. The Economic Interest represents the Sponsor’s
right to receive dividends and other distributions made with respect to that number of Assigned
Securities set forth on Exhibit A represented by the Founder Shares held directly
by the Sponsor. |
| 2.2. | If
at any time the number of outstanding Founder Shares is increased or decreased by a consolidation,
combination, split or reclassification or other similar event, then, as of the effective
date of such consolidation, combination, split, reclassification or similar event, the number
of shares underlying the Economic Interest shall be adjusted in proportion to such increase
or decrease in outstanding Founder Shares. The foregoing shall not apply to (i) any increase
or decrease in the number of authorized Founder Shares or (ii) a reclassification of the
Common Stock, in each case in connection with the closing of the Initial Business Combination. |
| 2.3. | The
Investor acknowledges and agrees that it has no right to vote on matters of the Sponsor as
a result of the Assigned Securities or Economic Interest, or to vote with respect to any
Assigned Securities, and it has no right to vote Assigned Securities prior to transfer of
any such shares to the Investor pursuant to this Agreement. |
| 2.4. | The
Investor acknowledges and agrees that if it has a right pursuant to its Economic Interest
to receive any dividends or other distributions paid in shares of Common Stock or other non-cash
property, the Sponsor shall transfer all of its right, title and interest in such dividends
or distributions concurrently with the transfer of the Assigned Securities to such Investor
pursuant to Section 1. HCVI agrees not to distribute any such amount to Sponsor and
shall hold such money in trust until the transfer of the Assigned Securities to Investor. |
| 2.5. | If
the conditions to the transfer of the Founder Shares in Section 1 are not satisfied
with respect to any Founder Shares, then the Investor shall automatically assign its Economic
Interests in such Founder Shares back to the Sponsor, for no consideration. |
| 3. | Representations
and Warranties of the Investor. The Investor represents and warrants to, and agrees with,
the Sponsor that: |
| 3.1. | No
Government Recommendation or Approval. The Investor understands that no federal
or state agency has passed upon or made any recommendation or endorsement of the offering
of the Assigned Securities. |
| 3.2. | Accredited
Investor. The Investor is an institutional “accredited investor” within the
meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended,
(the “Securities Act”) or a “qualified institutional buyer”
as defined in Rule 144A under the Securities Act, and acknowledges that the sale contemplated
hereby is being made in reliance, among other things, on a private placement exemption to
“accredited investors” under the Securities Act and similar exemptions under
state law. |
| 3.3. | Intent. The
Investor is acquiring the Assigned Securities solely for investment purposes, for such Investor’s
own account (and/or for the account or benefit of its members or affiliates, as permitted),
and not with a view to the distribution thereof in violation of the Securities Act and the
Investor has no present arrangement to sell Assigned Securities to or through any person
or entity except as may be permitted hereunder. |
| 3.4. | Restrictions
on Transfer; Trust Account; Redemption Rights. |
| 3.4.1. | The
Investor acknowledges and agrees that, prior to their transfer hereunder, the Assigned Securities are, and following any transfer to
the Investor may continue to be, subject to the transfer restrictions as set forth in Section 7 of the Letter Agreement. |
| 3.4.2. | The
Investor acknowledges and agrees that the Assigned Securities are not entitled to, and have
no right, interest or claim of any kind in or to, any monies held in the trust account into
which the proceeds of HCVI’s initial public offering were deposited (the “Trust
Account”) or distributed as a result of any liquidation of the Trust Account. |
| 3.4.3. | The
Investor agrees, solely for the benefit of and, notwithstanding anything else herein, enforceable
only by HCVI, to waive any right that it may have to elect to have HCVI redeem any Investor
Shares and agrees not to redeem or otherwise exercise any right to redeem, the Investor Shares
and to reverse and revoke any prior redemption elections made with respect to the Investor
Shares in connection with the Extension. For the avoidance of doubt, nothing in this Agreement
is intended to restrict or prohibit the Investor’s ability to redeem any Public Shares
other than the Investor Shares, or to trade or redeem any Public Shares (other than the Investor
Shares) in its discretion and at any time or trade or redeem any Investor Shares in its discretion
and at any time after the date of the Meeting. |
| 3.4.4. | The
Investor acknowledges and understands the Assigned Securities are being offered in a transaction
not involving a public offering in the United States within the meaning of the Securities
Act and have not been registered under the Securities Act and, if in the future the Investor
decides to offer, resell, pledge or otherwise transfer Assigned Securities, such Assigned
Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant
to an effective registration statement filed under the Securities Act, (B) pursuant
to an exemption from registration under Rule 144 promulgated under the Securities Act, if
available, or (C) pursuant to any other available exemption from the registration requirements
of the Securities Act, and in each case in accordance with any applicable securities laws
of any state or any other jurisdiction. The Investor agrees that, if any transfer
of the Assigned Securities or any interest therein is proposed to be made (other than pursuant
to an effective registration statement), as a condition precedent to any such transfer, the
Investor may be required to deliver to HCVI an opinion of counsel satisfactory to HCVI that
registration is not required with respect to the Assigned Securities to be transferred. Absent
registration or another available exemption from registration, the Investor agrees it will
not transfer the Assigned Securities. |
| 3.5. | Voting.
The Investor agrees that it will and will cause its controlled affiliates to vote (or cause
to be voted) all shares of Common Stock owned, as of the applicable record date, by any of
them at the Meeting in favor of the Extension and cause all such shares to be counted as
present at the Meeting for purposes of establishing a quorum. |
| 3.6. | Sophisticated
Investor. The Investor is sophisticated in financial matters and able to evaluate the
risks and benefits of the investment in the Assigned Securities. |
| 3.7. | Risk
of Loss. The Investor is aware that an investment in the Assigned Securities is highly
speculative and subject to substantial risks. The Investor is cognizant of and understands
the risks related to the acquisition of the Assigned Securities, including those restrictions
described or provided for in this Agreement and the Letter Agreement pertaining to transferability.
The Investor is able to bear the economic risk of its investment in the Assigned Securities
for an indefinite period of time and able to sustain a complete loss of such investment. |
| 3.8. | Independent
Investigation. The Investor has relied upon an independent investigation of
HCVI and has not relied upon any information or representations made by any third parties
or upon any oral or written representations or assurances, express or implied, from the Sponsor
or any representatives or agents of the Sponsor, other than as set forth in this Agreement.
The Investor is familiar with the business, operations and financial condition of HCVI and
has had an opportunity to ask questions of, and receive answers from HCVI’s management
concerning HCVI and the terms and conditions of the proposed sale of the Assigned Securities
and has had full access to such other information concerning HCVI as the Investor has requested.
The Investor confirms that all documents that it has requested have been made available and
that the Investor has been supplied with all of the additional information concerning this
investment which the Investor has requested. |
| 3.9. | Organization
and Authority. If an entity, the Investor is duly organized and existing under
the laws of the jurisdiction in which it was organized and it possesses all requisite power
and authority to acquire the Assigned Securities, enter into this Agreement and perform all
the obligations required to be performed by the Investor hereunder. |
| 3.10. | Non-U.S.
Investor. If the Investor is not a United States person (as defined by Section 7701(a)(30)
of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder
(collectively, the “Code”)), the Investor hereby represents that it has
satisfied itself as to the full observance of the laws of its jurisdiction in connection
with any invitation to subscribe for the Assigned Securities or any use of this Agreement,
including (i) the legal requirements within its jurisdiction for the acquisition of the Assigned
Securities, (ii) any foreign exchange restrictions applicable to such acquisition, (iii)
any governmental or other consents that may need to be obtained, and (iv) the income tax
and other tax consequences, if any, that may be relevant to the acquisition, holding, redemption,
sale, or transfer of the Assigned Securities. The Investor’s subscription and payment
for and continued beneficial ownership of the Assigned Securities will not violate any applicable
securities or other laws of the Investor’s jurisdiction. |
| 3.11. | Authority.
This Agreement has been validly authorized, executed and delivered by the Investor and is
a valid and binding agreement enforceable against the Investor in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally
the enforcement of, creditors’ rights and remedies or by equitable principles of general
application and except as enforcement of rights to indemnity and contribution may be limited
by federal and state securities laws or principles of public policy. |
| 3.12. | No
Conflicts. The execution, delivery and performance of this Agreement and the consummation
by the Investor of the transactions contemplated hereby do not violate, conflict with or
constitute a default under (i) the Investor’s organizational documents, (ii) any
agreement or instrument to which the Investor is a party or (iii) any law, statute, rule
or regulation to which the Investor is subject, or any order, judgment or decree to which
the Investor is subject, in the case of clauses (ii) and (iii), that would reasonably be
expected to prevent the Investor from fulfilling its obligations under this Agreement. |
| 3.13. | No
Advice from the Sponsor. The Investor has had the opportunity to review this Agreement
and the transactions contemplated by this Agreement and the form of Letter Agreement with
the Investor’s own legal counsel and investment and tax advisors. Except
for any statements or representations of the Sponsor explicitly made in this Agreement, the
Investor is relying solely on such counsel and advisors and not on any statements or representations,
express or implied, of the Sponsor or any of its representatives or agents for any reason
whatsoever, including without limitation for legal, tax or investment advice, with respect
to this investment, the Sponsor, HCVI, the Assigned Securities, the transactions contemplated
by this Agreement or the securities laws of any jurisdiction. |
| 3.14. | Reliance
on Representations and Warranties. The Investor understands that the Assigned
Securities are being offered and sold to the Investor in reliance on exemptions from the
registration requirements under the Securities Act, and analogous provisions in the laws
and regulations of various states, and that the Sponsor is relying upon the truth and accuracy
of the representations, warranties, agreements, acknowledgments and understandings of the
Investor set forth in this Agreement in order to determine the applicability of such provisions. |
| 3.15. | No
General Solicitation. The Investor is not subscribing for Assigned Securities
as a result of or subsequent to any general solicitation or general advertising, including
but not limited to any advertisement, article, notice or other communication published in
any newspaper, magazine, or similar media or broadcast over television or radio or any seminar
or meeting whose attendees have been invited by any general solicitation or general advertising. |
| 3.16. | Brokers. No
broker, finder or intermediary has been paid or is entitled to a fee or commission from or
by the Investor in connection with the acquisition of the Assigned Securities nor is the
Investor entitled to or will accept any such fee or commission. |
| 3.17. | No
Other Representations and Warranties; Non-Reliance. Except for the specific representations
and warranties contained in this Section 3 and in any certificate or agreement delivered
pursuant hereto, the Investor has not made, does not hereby make and shall not be deemed
to make any other express or implied representation or warranty with respect to the Investor,
and the Investor disclaims any such representation or warranty. Except for the specific representations
and warranties expressly made by the Sponsor in Section 4 of this Agreement and in
any certificate or agreement delivered pursuant hereto, the Investor specifically disclaims
that it is relying upon any other representations or warranties that may have been made by
the Sponsor. |
| 4. | Representations
and Warranties of the Sponsor. The Sponsor represents and warrants to, and agrees with,
the Investor that: |
| 4.1. | Power
and Authority. The Sponsor is a limited liability company duly formed and validly
existing and in good standing as a limited liability company under the laws of Delaware and
possesses all requisite limited liability company power and authority to enter into this
Agreement and to perform all of the obligations required to be performed by the Sponsor hereunder,
including the assignment, sale and transfer the Assigned Securities and the assignment of
the Economic Interest. |
| 4.2. | Authority.
All corporate action on the part of the Sponsor and its officers, directors and members necessary
for the authorization, execution and delivery of this Agreement and the performance of all
obligations of the Sponsor required pursuant hereto has been taken. This Agreement has been
duly executed and delivered by the Sponsor and (assuming due authorization, execution and
delivery by the Investor) constitutes the Sponsor’s legal, valid and binding obligation,
enforceable against the Sponsor in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization,
or similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by equitable principles of general application and except as enforcement
of rights to indemnity and contribution may be limited by federal and state securities laws
or principles of public policy. |
| 4.3. | Title
to Securities. The Sponsor is the record and beneficial owner of, and has good and marketable
title to, the Assigned Securities and will, immediately prior to the transfer of the Assigned
Securities to the Investor, be the record and beneficial owner of the Assigned Securities,
in each case, free and clear of all liens, pledges, security interests, charges, claims,
encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions
of any kind (other than transfer restrictions and other terms and conditions that apply to
the Founder Shares generally and applicable securities laws). The Assigned Securities to
be transferred, when transferred to the Investor as provided herein, will be free and clear
of all liens, pledges, security interests, charges, claims, encumbrances, agreements,
options, voting trusts, proxies and other arrangements or restrictions of any kind (other
than transfer restrictions and other terms and conditions that apply to the Founder Shares
generally, under the Letter Agreement and applicable securities laws). |
| 4.4. | No
Conflicts. The execution, delivery and performance of this Agreement and the consummation
by the Sponsor of the transactions contemplated hereby do not violate, conflict with or constitute
a default under (i) the certificate of formation or the Sponsor Operating Agreement, (ii)
any agreement or instrument to which the Sponsor is a party or by which it is bound (including
the Letter Agreement and the Sponsor Operating Agreement) or (iii) any law, statute, rule
or regulation to which the Sponsor is subject or any order, judgment or decree to which the
Sponsor is subject. The Sponsor is not required under federal, state or local law, rule or
regulation to obtain any consent, authorization or order of, or make any filing or registration
with, any court or governmental agency or self-regulatory entity in order for it to perform
any of its obligations under this Agreement, including the transfer of the Assigned Securities
and assignment of the Economic Interest in accordance with the terms hereof. |
| 4.5. | No
General Solicitation. The Sponsor has not offered the Assigned Securities
by means of any general solicitation or general advertising within the meaning of Regulation
D of the Securities Act, including but not limited to any advertisement, article, notice
or other communication published in any newspaper, magazine, or similar media or broadcast
over television or radio or any seminar or meeting whose attendees have been invited by any
general solicitation or general advertising. |
| 4.6. | Brokers. No
broker, finder or intermediary has been paid or is entitled to a fee or commission from or
by the Sponsor in connection with the sale of the Assigned Securities nor is the Sponsor
entitled to or will accept any such fee or commission. |
| 4.7. | Transfer
Restrictions. Until termination of this Agreement, the Sponsor shall not transfer any
of its Founder Shares representing the economic benefit of the Assigned Securities. |
| 4.8. | Reliance
on Representations and Warranties. The Sponsor understands and acknowledges
that the Investor is relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of the Sponsor set forth in this Agreement. |
| 4.9. | No
Pending Actions. There is no action pending against the Sponsor or, to the Sponsor’s
knowledge, threatened against the Sponsor, before any court, arbitrator, or governmental
authority, which in any manner challenges or seeks to prevent, enjoin or materially delay
the performance by the Sponsor of its obligations under this Agreement. |
| 4.10. | No
Other Representations and Warranties. Except for the specific representations and warranties
expressly contained in this Section 4 and in any certificate or agreement delivered
pursuant hereto, the Sponsor has not made, does not hereby make and shall not be deemed to
make any other express or implied representation or warranty with respect to the Sponsor,
the Meeting, the Extension or the assignment of shares of Common Stock hereunder, and the
Sponsor disclaims any such representation or warranty. |
| 5. | Trust
Account. Until the earlier of (a) the consummation of HCVI’s Initial Business Combination;
(b) the liquidation of the Trust Account; and (c) two business days prior to the 24-month
anniversary of the consummation of HCVI’s initial public offering, HCVI will maintain
the investment of funds held in the Trust Account in interest-bearing United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940,
as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions
of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations,
or maintain such funds in cash in an interest-bearing demand deposit account at a bank. HCVI
further confirms that it will not utilize any funds from its Trust Account to pay any potential
excise taxes that may become due pursuant to the Inflation Reduction Act of 2022 upon a redemption
of the Public Shares, including, but not limited to, in connection with a liquidation of
HCVI if it does not effect its Initial Business Combination prior to its termination date. |
| 6. | Governing
Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of New York, without giving effect
to its principles or rules of conflict of laws to the extent such principles or rules would
require or permit the application of the laws of another jurisdiction. The parties hereto
hereby waive any right to a jury trial in connection with any litigation pursuant to this
Agreement and the transactions contemplated hereby. With respect to any suit, action or proceeding
relating to the transactions contemplated hereby, the undersigned irrevocably submit to the
jurisdiction of the United States District Court or, if such court does not have jurisdiction,
the New York state courts located in the Borough of Manhattan, State of New York, which submission
shall be exclusive. |
| 7. | Assignment;
Entire Agreement; Amendment. |
| 7.1. | Assignment.
Any assignment of this Agreement or any right, remedy, obligation or liability arising
hereunder by either the Sponsor or the Investor to any person that is not an affiliate of
such party shall require the prior written consent of the other party; provided, that no
such consent shall be required for any such assignment by the Investor to one or more affiliates
thereof. |
| 7.2. | Entire
Agreement. This Agreement sets forth the entire agreement and understanding between the
parties as to the subject matter thereof and merges and supersedes all prior discussions,
agreements and understandings of any and every nature among them relating to the subject
matter hereof. |
| 7.3. | Amendment.
Except as expressly provided in this Agreement, neither this Agreement nor any term hereof
may be amended, waived, discharged or terminated other than by a written instrument signed
by the party against whom enforcement of any such amendment, waiver, discharge or termination
is sought. |
| 7.4. | Binding
upon Successors. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and to their respective heirs, legal representatives, successors and
permitted assigns. |
| 8. | Notices.
Unless otherwise provided herein, any notice or other communication to a party hereunder
shall be sufficiently given if in writing and personally delivered, sent by electronic transmission,
provided that the sender does not receive a bounce-back reply of non-delivery, sent by courier
(which for all purposes of this Agreement shall include Federal Express or another recognized
overnight courier) or mailed to said party by certified mail, return receipt requested, at
its address provided for herein or such other address as either may designate for itself
in such notice to the other. Communications shall be deemed to have been received
when delivered personally, on the scheduled arrival date when sent by next day or 2nd-day
courier service, or, if sent by mail, then three days after deposit in the mail. If given
by electronic transmission, such notice shall be deemed to be delivered (a) if by electronic
mail, when directed to an electronic mail address at which the party has provided to receive
notice; and (b) if by any other form of electronic transmission, when directed to such
party. |
| 9. | Counterparts.
This Agreement may be executed in two or more counterparts, all of which when taken together
shall be considered one and the same agreement and shall become effective when counterparts
have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. Counterparts may be delivered via facsimile,
electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act
of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or
other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective
for all purposes. |
| 10. | Survival;
Severability |
| 10.1. | Survival.
The representations, warranties, covenants and agreements of the parties hereto shall survive
the closing of the transactions contemplated hereby. |
| 10.2. | Severability.
In the event that any provision of this Agreement becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full
force and effect without said provision; provided that no such severability shall be effective
if it materially changes the economic benefit of this Agreement to any party. |
| 11. | Headings.
The titles and subtitles used in this Agreement are used for convenience only and are
not to be considered in construing or interpreting this Agreement. |
| 12. | Disclosure;
Waiver. As soon as practicable, but in no event later than one business day, after execution
of this Agreement, HCVI will file (to the extent that it has not already filed) a Current
Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), reporting the material terms of this Agreement. Upon such filing, to the
knowledge of HCVI and the Sponsor, Investor shall not be in possession of any material, nonpublic
information of HCVI received from any of HCVI, the Sponsor or any of its officers, directors
or employees. The parties to this Agreement shall cooperate with one another to assure that
such disclosure is accurate. HCVI agrees that the name of the investor shall not be included
in any public disclosures related to this Agreement unless required by applicable law, rule,
regulation or stock exchange rule. The Investor (i) acknowledges that the Sponsor may possess
or have access to material non-public information which has not been communicated to the
Investor; (ii) hereby waives any and all claims, whether at law, in equity or otherwise,
that he, she, or it may now have or may hereafter acquire, whether presently known or unknown,
against the Sponsor or any of HCVI’s officers, directors, employees, agents, affiliates,
subsidiaries, successors or assigns relating to any failure to disclose any non-public information
in connection with the transaction contemplated by this Agreement, including any potential
business combination involving HCVI, including without limitation, any claims arising under
Rule 10-b(5) of the Exchange Act; and (iii) is aware that the Sponsor is relying on the truth
of the representations set forth in Section 3 of this Agreement and the foregoing
acknowledgement and waiver in this Section 12, in connection with the transactions
contemplated by this Agreement. HCVI shall, by 9:30 a.m., New York City time, on the first
business day immediately following the date of the Meeting, issue one or more press releases
or file with the United States Securities and Exchange Commission a Current Report on Form
8-K (collectively, the “Disclosure Document”) disclosing, to the extent
not previously publicly disclosed, all material terms of the transactions contemplated hereby
and any other material, nonpublic information that HCVI has provided to the Investor at any
time prior to the filing of the Disclosure Document. |
| 13. | Independent
Nature of Rights and Obligations. Nothing contained herein, and no action taken by any
party pursuant hereto, shall be deemed to constitute the Investor and the Sponsor as, and
the Sponsor acknowledges that the Investor and the Sponsor do not so constitute, a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that
the Investor and the Sponsor are in any way acting in concert or as a group with respect
to such obligations or the transactions contemplated by this Agreement or any matters, and
the Sponsor acknowledges that the Investor and the Sponsor are not acting in concert or as
a group, and the Sponsor shall not assert any such claim, with respect to such obligations
or the transactions contemplated by this Agreement. |
| 14. | Most
Favored Nation. In the event the Sponsor or HCVI enters one or more other non-redemption
agreements before or after the execution of this Agreement in connection with the Meeting,
the Sponsor and HCVI represents that the terms of such other non-redemption agreements are
not materially more favorable in the aggregate to such other investors thereunder than the
terms of this Agreement are in respect of the Investor. For the avoidance of doubt, the Sponsor
and HCVI hereby acknowledge and agree that a ratio of Investor Shares to Assigned Securities
in any such other non-redemption agreement that is more favorable to any other investor party
to such other agreement than such ratio in this Agreement is to Investor would be materially
more favorable to such other investor. In the event that another investor is afforded any
such materially more favorable terms than the Investor, the Sponsor shall promptly inform
the Investor of such more favorable terms in writing, and the Investor shall have the right
to elect to have such more favorable terms included herein, in which case the parties hereto
shall promptly amend this Agreement to effect the same. |
[Signatures
follow on next page]
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
|
INVESTOR |
|
|
|
By: |
|
|
Name: |
[ ] |
|
Title: |
[ ] |
[Signature
Page to Non-Redemption Agreement]
|
COMPANY: |
|
|
|
HENNESSY CAPITAL INVESTMENT CORP. VI |
|
|
|
By: |
|
|
Name: |
Daniel J. Hennessy |
|
Title: |
Chief Executive Officer |
[Signature
Page to Non-Redemption Agreement]
|
SPONSOR: |
|
|
|
HENNESSY CAPITAL PARTNERS VI LLC |
|
|
|
By: |
|
|
Name: |
Daniel J. Hennessy |
|
Title: |
Managing Member of Hennessy Capital Group LLC, the
managing member of Hennessy Capital Partners VI LLC |
[Signature
Page to Non-Redemption Agreement]
Exhibit
A
Investor |
Assigned
Securities / Economic Interest Assigned |
Number
of Public Shares to be Held as Investor Shares |
Address:
SSN/EIN: |
[ ]
shares of Class B Common Stock |
[ ]
shares of Class A Common Stock |
EXHIBIT
B
FORM
OF JOINDER
TO
LETTER
AGREEMENT
AND
REGISTRATION
RIGHTS AGREEMENT
______,
20_
Reference
is made to that certain Non-Redemption Agreement and Assignment of Economic Interest, dated as of September , 2023 (the “Agreement”),
by and among (“Investor”), Hennessy Capital Investment Corp. VI (the “Company”) and Hennessy
Capital Partners VI LLC (the “Sponsor”), pursuant to which Investor acquired securities of the Company from the Sponsor.
Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Agreement.
By
executing this joinder, Investor hereby agrees, as of the date first set forth above, that Investor (i) shall become a party to that
certain Letter Agreement, dated September 28, 2021, by and among the Company, the Sponsor and the Company’s officers and directors
(as it exists on the date of the Agreement, the “Letter Agreement”), solely with respect to Section 7 of the Letter
Agreement, and shall be bound by, and shall be subject to, the transfer restrictions set forth in Section 7 of the Letter Agreement as
an Insider (as defined therein), in each case, solely with respect to its Assigned Securities, provided, however, that the Investor shall
be permitted to transfer its Assigned Securities as permitted by the Letter Agreement; and (ii) shall become a party to that certain
Registration Rights Agreement, dated September 28, 2021, by and among the Company and the Sponsor (as it exists on the date of the Agreement,
the “Registration Rights Agreement”), and shall be bound by the terms and provisions of the Registration Rights Agreement
as a Holder (as defined therein) and entitled to the rights of a Holder under the Registration Rights Agreement and the Assigned
Securities (together with any other equity security of the Company issued or issuable with respect to any such Assigned Securities by
way of a share dividend or share subdivision or in connection with a combination of shares, recapitalization, merger, consolidation or
reorganization) shall be “Registrable Securities” thereunder.
This
joinder may be executed in two or more counterparts, and by facsimile, all of which shall be deemed an original and all of which together
shall constitute one instrument.
|
[INVESTOR] |
|
|
|
|
By: |
|
|
Name: |
|
|
Title: |
|
ACKNOWLEDGED
AND AGREED: |
|
|
|
HENNESSY CAPITAL
INVESTMENT CORP. VI |
|
|
|
By: |
|
|
|
Name: |
Daniel J. Hennessy |
|
|
Title: |
Chief Executive Officer |
|
19
v3.23.3
Cover
|
Sep. 19, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Sep. 19, 2023
|
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 |
775
|
Local Phone Number |
339-1671
|
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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