Current Report Filing (8-k)
24 November 2021 - 9:32AM
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2021-11-23
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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): November 23, 2021
HENNESSY
CAPITAL INVESTMENT CORP. V
(Exact
name of registrant as specified in its charter)
Delaware
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001-39892
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85-3433864
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification Number)
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3415
N. Pines Way, Suite 204
Wilson,
WY 83014
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (307) 201-1903
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:
☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Units, each consisting of one share of Class A common
stock, par value $0.0001 per share, and one-fourth of one Redeemable Warrant
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HCICU
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The Nasdaq Stock Market
LLC
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Shares of Class A common stock, par value $0.0001 per
share, included as part of the Units
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HCIC
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The Nasdaq Stock Market
LLC
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Redeemable Warrants included as part of the Units
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HCICW
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The Nasdaq Stock Market
LLC
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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 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
In
connection with the preparation of the financial statements for Hennessy Capital Investment Corp. V (the “Company”)
as of and for the periods ended September 30, 2021, the Company’s management, in consultation with its advisors, identified a classification
error made in certain of the Company’s previously issued financial statements, arising from the manner in which, as
of the closing of the Company’s initial public offering (“IPO”), the Company valued its Class
A common stock subject to possible redemption. The Company previously determined the value of such Class A common stock to
be equal to the redemption value of such shares of Class A common stock, after taking into consideration the terms of the Company’s
Amended and Restated Certificate of Incorporation, under which a redemption cannot result in net tangible assets being less than $5,000,001. The
Company’s management determined, after consultation with its advisors, that all of the shares of Class A common stock underlying
the units issued in the IPO can be redeemed or become redeemable subject to the occurrence of future events considered to be outside the Company’s control. Therefore,
management concluded that the redemption value of the shares of Class A common stock subject to possible redemption should reflect
the possible redemption of all shares of Class A common stock.
As
a result, the Company noted a classification error related to temporary equity and permanent equity, which it corrected in its condensed
financial statements included in its Quarterly Report on Form 10-Q as of and for the periods ended September 30, 2021, filed on November
12, 2021 (“Q3 Form 10-Q”). In Note 7 to the condensed financial statements included in the Q3 Form 10-Q, the Company
reclassified the requisite amount of Class A common stock from permanent to temporary equity, with the offset recorded to additional
paid-in capital (to the extent available), accumulated deficit and shares of Class A common stock, and presented the effects of
the revision on the Company’s previously issued financial statements. The Company also revised its earnings per share calculation
to allocate net income (loss) pro rata to Class A and Class B common stock. This presentation contemplates an initial business combination
as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. The Company
presented the reclassification in the Q3 Form 10-Q as a revision that did not require the restatement of previously filed financial statements.
Subsequent to the filing of the Q3 Form 10-Q, the Company determined that it needed to restate its prior financial statements due to
the quantitative materiality of the reclassification. Upon further review, and in consultation with its advisors, the Company determined
that the Q3 Form 10-Q should be updated to indicate that the classification error is a restatement and not a revision.
On
November 23, 2021, the audit committee of the board of directors of the Company (the “Audit Committee”) determined,
after discussion with its advisors, that the Company’s (i) audited balance sheet as of January 20, 2021 filed as Exhibit 99.1 to
the Company’s Current Report on Form 8-K filed on January 26, 2021, (ii) unaudited financial statements as of and for the quarter
ended March 31, 2021 contained in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 17, 2021 and (iii) unaudited
financial statements as of and for the quarter ended June 30, 2021 contained in the Company’s Quarterly Report on Form 10-Q filed
on August 16, 2021 (together, and collectively, the “Affected Periods”), should no longer be relied upon due to the
classification error described above. As a result, the Company plans to restate its financial statements for all Affected Periods, to
indicate that the classification error is a restatement and not a revision, in an amended Q3 Form 10-Q (the “Amended Q3 Form
10-Q”), which the Company intends to file as soon as practicable. The Amended Q3 Form 10-Q will include restatements of the
audited balance sheet and the unaudited interim condensed financial statements for the Affected Periods.
The
Company does not expect the changes described above to have any impact on its cash position or the balance held in its trust account.
The
Company’s management has concluded that in light of the classification error described above, a material weakness exists in the
Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective.
The Company will describe its remediation plan with respect to such material weakness in the forthcoming Amended Q3 Form 10-Q.
The
Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to
this Item 4.02 with Withum, the Company’s independent registered public accounting firm.
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.
Dated: November 23, 2021
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HENNESSY CAPITAL INVESTMENT CORP. V
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By:
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/s/
Nicholas A. Petruska
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Name:
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Nicholas A. Petruska
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Title:
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Executive Vice President, Chief
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Financial Officer and Secretary
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2
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