Hennessy Capital Investment Corp. V Announces Cancellation of Special Meeting of Stockholders and Liquidation
December 16 2022 - 5:18PM
Hennessy Capital Investment Corp. V (the
“
Company”) (Nasdaq: HCIC), announced today that it
has canceled its special meeting of stockholders that was
previously scheduled for 3:00 PM Eastern time on December 21, 2022,
and that, due to its inability to complete an initial business
combination within the time period required by its Amended and
Restated Certificate of Incorporation, the Company intends to
dissolve and liquidate, effective as of the close of business on
December 21, 2022, and will redeem all of the outstanding shares of
Class A common stock that were included in the units issued in its
initial public offering (the “
Public Shares”), at
a per-share redemption price of approximately $10.06 (after taking
into account the removal of a portion of the accrued interest in
the trust account to pay taxes and $100,000 for dissolution
expenses).
As of the close of business on December 21, 2022, the Public
Shares will be deemed cancelled and will represent only the right
to receive the redemption amount.
In order to provide for the disbursement of funds from the trust
account, the Company has instructed the trustee of the trust
account to take all necessary actions to liquidate the securities
held in the trust account. The proceeds of the trust account will
be held in a non-interest bearing account while awaiting
disbursement to the holders of the Public Shares. Record holders
will receive their pro rata portion of the proceeds of the trust
account by delivering their Public Shares to Continental Stock
Transfer & Trust Company, the Company’s transfer agent.
Beneficial owners of Public Shares held in “street name,” however,
will not need to take any action in order to receive the redemption
amount. The redemption of the Public Shares is expected to be
completed within ten business days after December 21, 2022.
The Company’s sponsor has agreed to waive its redemption rights
with respect to its outstanding shares of Class B common stock
issued prior to the Company’s initial public offering. There will
be no redemption rights or liquidating distributions with respect
to the Company’s warrants, which will expire worthless.
The Company believes that consummation of a suitable initial
business combination is highly improbable, and because redemptions
made after December 31, 2022 may potentially be subject to a 1%
excise tax included as part of the Inflation Reduction Act of 2022,
it is in the best interest of the Company’s stockholders to return
the cash in the trust account during 2022 rather than wait for
expiration in 2023.
Since the closing of the Company’s IPO, the Company’s management
team has conducted a thorough search for the right target and
evaluated a number of companies with the goal of completing an
initial business combination that met its investment criteria.
Further, the Company’s leadership has carefully evaluated the
current adverse market conditions, including a limited pool of
public company-ready business combination partners, the overall
decline in the SPAC market, high redemption rates of SPACs,
increased regulatory uncertainty around SPACs and the deterioration
of the PIPE market. Considering these factors, and despite
significant efforts to identify and complete an initial business
combination, the Company’s management team does not believe that it
will complete an initial business combination by January 20, 2023.
As a result, the Company has determined that it is prudent and in
the best interests of the Company and its stockholders to liquidate
the Company in 2022.
The Company expects that the Nasdaq Stock Market will file a
Form 25 with the United States Securities and Exchange Commission
(the “Commission”) to delist the Company’s securities. The Company
thereafter expects to file a Form 15 with the Commission to
terminate the registration of its securities under the Securities
Exchange Act of 1934, as amended.
About Hennessy Capital Investment Corp. V
Hennessy Capital Investment Corp. V is a special purpose
acquisition company (or SPAC) which raised $345 million in its IPO
in January 2021 and is listed on the Nasdaq Capital Market (Nasdaq:
HCIC). The Company was founded by Daniel J. Hennessy to pursue an
initial business combination, with a specific focus on businesses
in the sustainable industrial technology and infrastructure
industries. Since 2015, our management team has completed four
business combinations with early- to late-stage sustainable
industrial technology and infrastructure companies. For more
information, please visit www.hennessycapitalgroup.com.
Forward-Looking StatementsThis press release
contains statements that constitute “forward-looking statements.”
Forward-looking statements are subject to numerous conditions, many
of which are beyond the control of the Company, including those set
forth in the Risk Factors section of the Company’s registration
statement and prospectus for the offering filed with the SEC.
Copies are available on the SEC’s website, www.sec.gov. The Company
undertakes no obligation to update these statements for revisions
or changes after the date of this release, except as required by
law.
Contact:Nicholas A. Petruska, Chief Financial
OfficerHennessy Capital Investment Corp. V
Info@hennessycapllc.com
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