HENNESSY CAPITAL INVESTMENT CORP. VI: conclusion of a major definitive agreement, unregistered sale of equity securities, changes to the articles of association or regulations; Change of year, other events, financial statements and supporting documents (form 8-K)


Article 1.01. The conclusion of an important definitive agreement.

At October 1, 2021, Hennessy Capital Investment Corp. VI (the “Company”) completed its initial public offering (the “IPO”) of 30,000,000 units (the “units”). Each unit consists of one Class A ordinary share of the Company, par value $ 0.0001 per share (“Class A Common Shares”), and one-third of a redeemable warrant of the Company (“Warrant”), each entire warrant authorizing its holder to purchase one share of Common Shares of category A for
$ 11.50 per share. The units were sold at a price of $ 10.00 per Share, generating gross proceeds for the Company of $ 300,000,000.

In connection with the IPO, the Company has entered into the following agreements, the forms of which were previously filed as attachments to the Company’s registration statement on Form S-1 (File No. 333 -254062) relating to the initial public offering, initially filed with the United States Securities Commission (the “Commission”) on March 10, 2021 (as amended, the “Registration Statement”):

? A subscription agreement, dated September 28, 2021, by and among the Company

and Citigroup World Markets Inc. and Barclays Capital Inc., as representatives

the various underwriters named in Schedule A thereof, a copy of which is

attached as Exhibit 1.1 hereto and incorporated by reference herein.

? A mandate agreement, dated September 28, 2021, by and between the Company and

Continental Stock Transfer & Trust Company, as agent of mandate, of which a copy

is attached as Exhibit 4.1 attached and incorporated by reference herein.

? A letter of agreement, dated September 28, 2021, by and among the Company, its

officers, its directors and the Company’s sponsor, Hennessy Capital Partners VI

LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.1 herein and

incorporated herein by reference.

? Investment management Trust Agreement, dated September 28, 2021, by and

between the Company and Continental Stock Transfer & Trust Company, as trustee,

a copy of which is attached as Exhibit 10.2 herein and incorporated by

   reference herein.



? A registration fee agreement, dated September 28, 2021, by and among the

company, the limited partner and certain other holders of securities of the company, a copy

of which is attached as Exhibit 10.3 attached and incorporated by reference

   herein.



? An administrative support agreement, dated September 28, 2021, by and between

the Company and Hennessy Capital Group LLC, a copy of which is attached as

Exhibit 10.4 attached and incorporated herein by reference.

? A purchase agreement for private placement warrants, dated September 28, 2021 (the

“Private Placement Warrants Purchase Agreement”), by and between the Company

and the Sponsor, a copy of which is attached as Exhibit 10.5 attached and

incorporated herein by reference.

? Indemnification agreements, by and between the Company and each of the officers and

Directors of the Company, the form of which is attached in Appendix 10.6 hereto

and incorporated herein by reference.

? Subscription contracts, each dated July 7, 2021 (each as subsequently amended,

collectively the “BlackRock Subscription Agreements”), by and between

Company, the Sponsor and certain funds and accounts managed by subsidiaries of

BlackRock, Inc. (collectively, “BlackRock”), the form of which was previously

filed as Exhibit 10.8 of the Registration Statement and is incorporated by

   reference herein.



? The subscription contract, dated July 8, 2021 (as subsequently amended, the

“DE Shaw Subscription Agreement”), by and between the Company, the Sponsor and D.

E. Shaw Valencia Portfolios, LLC and only with regard to the purchase of

Founder Shares, its wholly owned subsidiary DE Shaw Valence Investments

(Cayman) Limited (collectively, “DE Shaw”), the form of which was previously

filed as Exhibit 10.11 of the Registration Statement and is incorporated by

   reference herein.



? The subscription contract, dated July 9, 2021 (as subsequently amended, the

“Arena Subscription Agreement”), by and between the Company, the Sponsor and

Arena Capital Advisors, LLC, for and on behalf of the funds and accounts it

manages (“Arena”), the form of which was previously filed as Exhibit 10.9 to

the registration statement and is incorporated by reference herein.

? Subscription contracts, each dated July 9, 2021 (each as subsequently amended,

collectively the “Highbridge subscription contracts”), by and between the Company,

the Sponsor and Highbridge Tactical Credit Master Fund, LP and Highbridge

SPAC, SEC Opportunity Fund (collectively, “Highbridge”), the form of which was

previously filed as Exhibit 10.12 of the Registration Statement and is

incorporated herein by reference.

? The subscription contract, dated July 8, 2021 (as subsequently amended, the

“Apollo Subscription Agreement”), by and between the Company, the Sponsor, Apollo

After-sales service funds 1, LP, Apollo Atlas Main Fund, LLC, Apollo AN Credit Fund

(Delaware), LP, Apollo Credit Strategies Master Fund Ltd. and Apollo PPF

Credit Strategies, LLC (collectively, “Apollo”), the form of which was

previously filed as Exhibit 10.13 of the Registration Statement and is

incorporated herein by reference.



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? The subscription contract, dated September 28, 2021 (the “Antara Subscription

Agreement “), by and between the Company, the Sponsor and Antara Capital Total

SPAC Master Fund LP Yield (“Antara”), a copy of which is attached

10.7 herein and incorporated herein by reference.

? Subscription Agreements, by and between the Company, the Sponsor and each of the four. . .

Article 3.02. Unrecorded sales of Equity securities.

Simultaneously with the closing of the IPO on October 1, 2021, the Company completed the private placement and sale of a total of 6,666,667 warrants to purchase one Class A common share (the “Private Placement Warrants”) at a purchase price of $ 1.50 by Private Placement Warrant, generating gross proceeds for the Company $ 10.0 million. Of the Private Placement Warrants, 2,099,999 Private Placement Warrants were purchased by the Promoter in accordance with the Private Placement Warrants Purchase Agreement and 4,566,668 Private Placement Warrants were purchased from total by investors in accordance with investor subscription agreements.

Private placement warrants are identical to warrants included in units sold as part of IPO units, except that private placement warrants, as long as they are held by the promoter, investors or their respective authorized assignees, (i.e.) will not be refundable by the Company (unless the Reference Value (as defined in the Registration Statement) is less than $ 18.00 per share (as adjusted for stock splits, stock dividends, rights issues, subdivisions, reorganizations, recapitalizations and others), in which case the Private Placement Warrants must also be called simultaneously with the redemption under the same conditions as the outstanding Warrants), (ii) cannot (including class A ordinary shares that may be issued upon exercise of these private placement warrants), subject to certain limited exceptions such as as described in the registration statement, be transferred, assigned or sold up to 30 days after the completion of the initial business combination of the Company, (iii) can be exercised without cash and (iv) the holders of the latter (including with regard to the class A ordinary shares that may be issued upon the exercise of these private placement warrants) are entitled to registration rights. strictly. No discount or underwriting commission was paid in respect of these sales of private placement warrants. The issuance of the Private Placement Warrants was effected in accordance with the exemption from registration provided for in Section 4 (a) (2) of the Securities Act of 1933, as amended.

Article 5.03. Amendments to the certificate of incorporation or the articles; Change of exercise.

At September 28, 2021, as part of the IPO, the Company filed its amended and updated certificate of incorporation with the Secretary of State of
Delaware state, effective the same day. The terms of the Amended and Restated Certificate of Incorporation are set out in the Registration Statement and are incorporated by reference herein. A copy of the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 herein and incorporated by reference herein.


Item 8.01. Other Events.



A total of $ 300,000,000, made up of $ 294,000,000 the proceeds of the IPO (the amount of which includes $ 10,500,000 the deferred discount of the underwriters) and
$ 6,000,000 of the proceeds from the sale of the Private Placement Warrants, was placed in a wetrust account at JP Morgan Chase Bank, NA., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except for interest earned on funds held in the trust account which may be remitted to the Company to pay its taxes (less to a maximum of $ 100,000 interest to pay the dissolution fee), funds held in the trust account will not be released from the trust account until (i) the completion of the initial business combination of the Company, (ii) the redemption of any public shares of the Company properly submitted in a shareholder vote to amend the amended and updated certificate of incorporation of the Company (a) to change the substance or timing of its obligation to repurchase 100% of the public shares of the Company Company if it does not complete its initial business combination within 24 hours months of the closing of the IPO or (b) with regard to any other provision relating to shareholder rights or prior activity the business combination and (iii) the repurchase of the Company’s public shares if it is unable to complete its initial business combination within 24 months of the closing of the IPO in stock exchange, subject to applicable law.

At September 28, 2021, the Company issued a press release announcing the IPO price, a copy of which is attached as Exhibit 99.1 to this current report on Form 8-K.


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Item 9.01 Financial statements and supporting documents.


(d) Exhibits


The following documents are attached:


Exhibit No.    Description

1.1             Underwriting Agreement, dated September 28, 2021, by and among the
              Company, Citigroup Global Markets Inc. and Barclays Capital Inc., as
              representative of the several underwriters.

3.1             Amended and Restated Certificate of Incorporation.

4.1             Warrant Agreement, dated September 28, 2021, by and between the
              Company and Continental Stock Transfer & Trust Company, as warrant
              agent.

10.1            Letter Agreement, dated September 28, 2021, by and among the Company,
              its officers and directors and the Sponsor.

10.2            Investment Management Trust Agreement, dated September 28, 2021, by
              and between the Company and Continental Stock Transfer & Trust Company,
              as trustee.

10.3            Registration Rights Agreement, dated September 28, 2021, by and among
              the Company, the Sponsor and certain other securityholders of the
              Company.

10.4            Administrative Support Agreement, dated September 28, 2021, by and
              between the Company and Hennessy Capital Group LLC.

10.5            Private Placement Warrants Purchase Agreement, dated September 28,
              2021, by and between the Company and the Sponsor.

10.6            Form of Indemnity Agreement, dated September 28, 2021, by and between
              the Company and each of the officers and directors of the Company.

10.7            Subscription Agreement, dated September 28, 2021, by and among the
              Company, the Sponsor and Antara Capital Total Return SPAC Master Fund
              LP.

99.1            Press Release, dated September 28, 2021




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