M&A - Hennessy Capital Investment Corp. VI

Form Type: 10-Q

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000121390025043665

Filing Summary: Hennessy Capital Investment Corp. VI filed its quarterly report for the period ending March 31, 2025, detailing its financial condition and results. As of the report date, the company had total assets of $36,638,000, with significant current liabilities totaling $24,872,000. The report highlights a net loss of $3,532,000 for the quarter and an accumulated deficit of $36,654,000. The company underwent extensions to complete its initial business combination, pushing back deadlines to May 31, 2025, and reported significant redemptions of Class A common stock in the prior periods. A merger is planned with Greenstone Corporation, which is set to be executed through a Business Combination Agreement. The merger is part of efforts to convert Hennessy into a publicly traded entity under the new name “Namib Minerals.” The company is currently trading over the counter post-Nasdaq delisting due to failure to complete a business combination within 36 months of its IPO registration. As a smaller reporting company and emerging growth firm, it remains in compliance with SEC regulations while exploring its merger opportunities.

Form Type: 425

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000121390025040391

Filing Summary: On May 6, 2025, Hennessy Capital Investment Corp. VI (HCVI) held a special meeting of stockholders to approve the Business Combination Agreement with Namib Minerals (PubCo) and several subsidiaries. The Business Combination entails a merger in which Company Merger Sub will merge with Greenstone, making it a wholly-owned subsidiary of PubCo, followed immediately by SPAC Merger Sub merging with HCVI, therefore making HCVI a wholly-owned subsidiary of PubCo. On the meeting date, 14,640,771 shares were issued and outstanding, with a quorum achieved from 13,878,575 votes. Stockholders approved the Business Combination, two governance proposals regarding PubCo’s organizational changes, and an equity incentive plan. Consequently, the adjournment proposal was not presented. 3,251,056 shares were redeemed for a pro rata share from HCVI’s trust account. The Business Combination's completion is contingent upon satisfying regulatory approvals and closing conditions, including the Nasdaq listing of PubCo’s shares and warrants. Forward-looking statements regarding the merger and operational goals were included, emphasizing potential risks of non-completion and market fluctuations.

Form Type: 8-K

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000121390025040388

Filing Summary: On May 6, 2025, Hennessy Capital Investment Corp. VI (HCVI) held a special meeting of stockholders to vote on proposals related to a Business Combination with Namib Minerals and Greenstone Corporation. Stockholders approved the Business Combination Agreement, which entails two mergers: (1) Greenstone will merge with Cayman Merger Sub Ltd., becoming a wholly-owned subsidiary of Namib Minerals, and (2) HCVI will merge with SPAC Merger Sub, also becoming a wholly-owned subsidiary of Namib Minerals. The approved proposals also included governance changes for PubCo and an equity incentive plan. Stockholders exercising redemption rights led to 3,251,056 shares being redeemed prior to the Completion of the Business Combination, which is contingent on regulatory approvals and other conditions. As of the meeting date, the stockholder vote achieved a quorum with the majority in favor of the proposals.

Form Type: 425

Filing Date: 2025-05-05

Corporate Action: Merger

Type: Update

Accession Number: 000121390025039678

Filing Summary: On May 5, 2025, Hennessy Capital Investment Corp. VI announced the postponement of its special meeting of stockholders regarding a business combination with Namib Minerals and Greenstone Corporation. The meeting, which was initially set for the same date, has been rescheduled to May 6, 2025. This meeting is part of a previously reported business combination agreement, where Hennessy and Greenstone will become wholly-owned subsidiaries of PubCo upon the completion of the merger. The registration statement related to the business combination has been declared effective by the SEC, and a proxy statement has been distributed to the Company’s common stockholders. The document emphasizes the importance of reviewing these papers before making investment or voting decisions.

Form Type: 8-K

Filing Date: 2025-05-05

Corporate Action: Merger

Type: Update

Accession Number: 000121390025039675

Filing Summary: Hennessy Capital Investment Corp. VI announced the postponement of its special meeting of stockholders relating to a business combination with Greenstone Corporation, initially scheduled for May 5, 2025, which will now take place on May 6, 2025. This merger follows a business combination agreement entered into on June 17, 2024, and amended on December 6, 2024, and April 14, 2025. Upon completion of the business combination, Hennessy Capital and Greenstone will become wholly-owned subsidiaries of Namib Minerals, the parent company (PubCo). The SEC has declared the post-effective amendment to the registration statement effective on April 23, 2025, which includes necessary prospectus information for the transaction. Investors are encouraged to review the registration statement and proxy statement filed with the SEC for important details regarding the business combination and its implications.

Form Type: 425

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000121390025039193

Filing Summary: On May 2, 2025, Hennessy Capital Investment Corp. VI announced the postponement of a special meeting with stockholders originally scheduled for May 5, 2025, regarding a business combination with Namib Minerals and Greenstone Corporation. The meeting will now occur at 4:00 p.m. on the same day. The business combination agreement, amended twice in the past, involves a transaction where Hennessy and Greenstone will become wholly-owned subsidiaries of PubCo. Additionally, there has been a change in director nomination for PubCo, with Tito Botelho Martins Júnior nominated instead of Mark T. Harris. The category of the Corporate Action is identified as a merger due to this business combination agreement, and the filing is significant as it updates key aspects regarding stockholder meetings and director nominations that are critical in the context of the upcoming merger.

Form Type: 8-K

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000121390025039181

Filing Summary: On May 2, 2025, Hennessy Capital Investment Corp. VI announced the postponement of a special meeting of stockholders originally set for May 5, 2025, related to its business combination with Namib Minerals and Greenstone Corporation. The meeting has been rescheduled for the same day at 4:00 PM Eastern time. This is part of an ongoing process where Hennessy is executing a Business Combination Agreement with the mentioned companies to finalize the merger, wherein both Hennessy and Greenstone will become wholly-owned subsidiaries of PubCo upon completion. Additionally, the nomination of Mark T. Harris for PubCo's board has been withdrawn and replaced by Tito Botelho Martins Júnior, who has consented to serve as a director, indicating changes in leadership and strategic direction following the merger. The document contains detailed updates regarding board nominations, shareholder information, and the implications of the business combination.

Form Type: DEFA14A

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000121390025039198

Filing Summary: On May 2, 2025, Hennessy Capital Investment Corp. VI announced the postponement of its special meeting of stockholders regarding a business combination with Namib Minerals and Greenstone Corporation, rescheduling it from May 5, 2025, at 9:00 a.m. to May 5, 2025, at 4:00 p.m. This business combination agreement, established on June 17, 2024, will result in Hennessy and Greenstone becoming wholly-owned subsidiaries of a new entity, referred to as PubCo. The document also notes the withdrawal of Mark T. Harris from being nominated as a director of PubCo, replaced by Tito Botelho Martins Júnior. The filing highlights updated disclosures and outlines the composition of PubCo's board post-combination, detailing expected independent directors and various board committees. Additionally, it advises shareholders to read supplementary materials about the business combination due to the significance of the proposed merger and its implications for stakeholders.

Form Type: 425

Filing Date: 2025-04-23

Corporate Action: Merger

Type: New

Accession Number: 000121390025034422

Filing Summary: On April 23, 2025, Hennessy Capital Investment Corp. VI issued a joint press release with PubCo to announce the effectiveness of the post-effective amendment to their registration statement on Form F-4, related to a business combination agreement entered on June 17, 2024. This agreement involves Hennessy, Namib Minerals (PubCo), and Greenstone Corporation and will result in these entities becoming direct wholly-owned subsidiaries of PubCo. The SEC declared the registration statement effective on the same date, leading to the distribution of a proxy statement to shareholders of Hennessy for voting on the business combination.

Form Type: 8-K

Filing Date: 2025-04-23

Corporate Action: Merger

Type: Update

Accession Number: 000121390025034420

Filing Summary: On April 23, 2025, Hennessy Capital Investment Corp. VI (the 'SPAC') and related parties announced key developments regarding their ongoing business combination with Namib Minerals ('PubCo') and Greenstone Corporation. A joint press release confirmed the effectiveness of a post-effective amendment to the registration statement on Form F-4, which had previously been declared effective by the SEC on March 17, 2025. This registration statement supports the business combination transaction set forth in the Business Combination Agreement initially entered into on June 17, 2024, which involves SPAC and Greenstone becoming wholly-owned subsidiaries of PubCo upon completion. The document emphasizes investor communication strategies and the importance of reviewing the proxy statement and registration statement for a comprehensive understanding of the business combination's implications.

Form Type: DEFM14A

Filing Date: 2025-04-23

Corporate Action: Merger

Type: New

Accession Number: 000121390025034393

Filing Summary: Hennessy Capital Investment Corp. VI (HCVI) proposes a Business Combination with Namib Minerals, resulting in a merger that would see HCVI become a wholly-owned subsidiary of an entity named PubCo. HCVI's stockholders are invited to vote on this proposal at a special meeting scheduled for May 5, 2025. The Business Combination involves two main mergers: (1) Company Merger Sub merging with Greenstone Corp., making it a wholly-owned subsidiary of PubCo, and (2) SPAC Merger Sub merging into HCVI, with HCVI also becoming a subsidiary of PubCo. The transaction includes a consideration of $500 million, subject to adjustments based on the company's debt and cash at closing, paid in shares of PubCo at a value of $10.00 each. Furthermore, Company shareholders may receive additional shares contingent on achieving operational milestones over the following eight years. A significant part of the proxy statement details the voting rights of HCVI's stockholders and the conditions under which shares can be redeemed for cash. The proposal seeks stockholder approval for the Business Combination Agreement and other governance changes, including amendments to PubCo's organizational documents and approval of an equity incentive plan. Additional complexities include agreements for Shareholder support and potential PIPE Investments. The document provides detailed conditions for approval and emphasizes the importance of stockholder votes for the successful execution of the merger.

Form Type: 425

Filing Date: 2025-04-15

Corporate Action: Merger

Type: Update

Accession Number: 000121390025031733

Filing Summary: On April 14, 2025, Hennessy Capital Investment Corp. VI, along with associated parties, entered into an Amendment No. 2 to the Business Combination Agreement, which modifies the timeline and conditions for a business combination with Greenstone Corporation. Key changes include an extension of the closing date for the business combination to no later than May 1, 2025, the removal of a $25 million minimum cash condition for the closing, and obligations regarding the handling of SPAC Transaction Expenses. The amendment aims to enhance the organizational structure post-merger, including adjustments to the board of directors of the new entity. An Amended and Restated Sponsor Letter Agreement was also executed on the same day, resulting in crucial share forfeitures and financial obligations related to working capital loans. Lastly, an Amendment No. 1 to the Warrant Agreement was established to align the terms of the Private Placement Warrants with those of the Public Warrants. Investors are encouraged to review the definitive Proxy Statement and Registration Statement effective as of March 14, 2025, for a comprehensive understanding of the transaction and its implications.

Form Type: 8-K

Filing Date: 2025-04-15

Corporate Action: Merger

Type: Update

Accession Number: 000121390025031729

Filing Summary: On April 14, 2025, Hennessy Capital Investment Corp. VI (the Company) entered into several agreements amending the Business Combination Agreement originally made on June 17, 2024, with Namib Minerals, Midas SPAC Merger Sub Inc., Cayman Merger Sub Ltd., and Greenstone Corporation. Key amendments include extending the deadline for the merger to May 1, 2025, and the removal of a $25 million cash condition for closing. Additionally, the Company committed to ensuring that there are no liabilities for unpaid SPAC transaction expenses related to certain working capital loans. Furthermore, an Amended and Restated Sponsor Letter Agreement was adopted, requiring the Sponsor to forfeit shares and ensuring they won't receive repayment in share form, while also aligning the terms of private placement warrants with public warrants. The amendment also outlines the continuing efforts to facilitate regulatory compliance for the upcoming merger with Greenstone, anticipated to finalize shortly after the registration statement is made effective.

Form Type: 10-K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000101376225004346

Filing Summary: Hennessy Capital Investment Corp. VI, a Delaware corporation formed for the purpose of completing a business combination, provides an annual report detailing its operations up to December 31, 2024. The company, a Special Purpose Acquisition Company (SPAC), has faced regulatory challenges with Nasdaq regarding compliance on timely business combination completion. They entered into a Business Combination Agreement with PubCo and Greenstone on June 17, 2024, focusing on acquiring a gold producer with assets in Zimbabwe. The SEC approved the registration on March 14, 2025, but the company anticipates that it may not meet all compliance conditions by the March 31, 2025 deadline, leading to potential delisting from Nasdaq. The report outlines significant shareholder redemptions and adjustments to their trust account, affecting their public shares. Key dates concerning compliance extensions and the timeline for the proposed business combination are highlighted, with an upcoming stockholder vote scheduled for April 7, 2025. The document reflects on the forward-looking statements about business performance, the management team's strategies, and the risks associated with their inability to complete a business combination within the required timeframe.

Form Type: 425

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000121390025025172

Filing Summary: On March 19, 2025, Namib Minerals published an important announcement regarding its proposed business combination with Greenstone Corporation, in which Hennessy Capital Investment Corp. VI (HCVI) is involved. A registration statement on Form F-4 has been filed with the SEC that includes a prospectus for Namib Minerals' securities and a proxy statement for a vote by HCVI's stockholders. The SEC declared this registration statement effective on March 14, 2025. The communication urges investors to read the registration and proxy statements thoroughly, as they will contain crucial information related to the business combination. Forward-looking statements concerning HCVI and Greenstone's future prospects, risks associated with the proposed business combination, including potential delays, market conditions, financial performance, and operational risks, are discussed. All participants in the solicitation of proxies related to the proposed combination are noted, and it is emphasized that the communication does not constitute an offer or solicitation to sell or exchange securities.

Form Type: 425

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000121390025025181

Filing Summary: On March 19, 2025, Namib Minerals announced that the SEC has declared effective its Registration Statement on Form F-4 for a proposed Business Combination with Hennessy Capital Investment Corp. VI (HCVI) and Greenstone Corporation. A special meeting of HCVI's stockholders is set for April 7, 2025, to approve the Business Combination. Stockholders of record as of February 18, 2025, will be eligible to vote at this meeting, which will be held virtually. Upon closing, Namib Minerals will trade its ordinary shares and warrants on Nasdaq under the ticker symbols 'NAMM' and 'NAMMW'. Daniel Hennessy, CEO of HCVI, expressed optimism about the milestone, while Ibrahima Tall, CEO of Namib Minerals, referenced strong growth potential post-transaction. The filing includes participation details for stockholders and emphasizes the importance of reviewing the Registration Statement and Proxy Statement prior to the meeting.

Form Type: 425

Filing Date: 2025-03-17

Corporate Action: Merger

Type: Update

Accession Number: 000121390025024301

Filing Summary: On March 17, 2025, Hennessy Capital Investment Corp. VI and its partners including Namib Minerals and Greenstone Corporation, issued a joint press release announcing the effectiveness of their Registration Statement on Form F-4 related to their business combination. This involves Hennessy Capital Investment Corp. VI merging with Namib Minerals, which will become the parent company, with both Hennessy and Greenstone becoming direct wholly-owned subsidiaries of the newly formed entity. The SEC declared the Registration Statement effective on March 14, 2025, with the definitive proxy statement filed, which will be mailed to SPAC’s common stockholders for their vote on the Business Combination. The document emphasizes that the provided information is not filed under the Securities Exchange Act and urges stockholders to read the full proxy statement and registration for comprehensive details on the proposed transaction, risks involved, and future operational expectations as they prepare to make decisions about their investments.

Form Type: 8-K

Filing Date: 2025-03-17

Corporate Action: Merger

Type: New

Accession Number: 000121390025024297

Filing Summary: On March 17, 2025, Hennessy Capital Investment Corp. VI (HCVI), an emerging growth company incorporated in Delaware, filed a Form 8-K to report the effectiveness of the Registration Statement on Form F-4 pertaining to its business combination agreement with Namib Minerals, Midas SPAC Merger Sub Inc., and Greenstone Corporation. The business combination is set to result in HCVI and Greenstone becoming wholly-owned subsidiaries of a newly formed company, PubCo. The joint press release issued by HCVI and PubCo announced the effectiveness of the Registration Statement and included crucial information regarding the business combination process. The proxy statement for the upcoming shareholder vote on the business combination will be mailed to holders of HCVI’s common stock as of the record date of February 18, 2025. Key risks associated with the transaction include market risks, timelines for business combination completion, and potential impacts on shareholder interests.

Form Type: DEFM14A

Filing Date: 2025-03-17

Corporate Action: Merger

Type: New

Accession Number: 000121390025024290

Filing Summary: Hennessy Capital Investment Corp. VI (HCVI) is preparing for a Special Meeting of Stockholders on April 7, 2025, to discuss a proposed Business Combination with Namib Minerals, a Cayman Islands company. The arrangement includes merging HCVI with Namib and subsequently with two subsidiary companies to establish a publicly traded entity named 'Namib Minerals.' The Business Combination Agreement proposes an exchange ratio where HCVI shareholders will receive PubCo Ordinary Shares at a valuation of $10.00 each, along with potential contingent shares based on achieving operational milestones over an eight-year period. The total equity consideration slated for existing Company shareholders is $500 million, adjusted for net indebtedness and cash. HCVI's warrants and shares will be converted into equivalent PubCo securities. Moreover, the agreement anticipates a PIPE investment aimed at securing a minimum of $60 million to meet a cash condition critical for closing. There are advisory votes on governance, an Equity Incentive Plan, and provisions for stockholder redemptions at the meeting. Enhanced disclosure regarding potential conflicts of interest is provided, especially concerning the Sponsor's involvement and financial interests that differ from other shareholders. The final plan requires majority approval from stockholders, with the recommendation of the HCVI Board to support the merger.

Form Type: 425

Filing Date: 2025-03-05

Corporate Action: Merger

Type: New

Accession Number: 000121390025020314

Filing Summary: Hennessy Capital Investment Corp. VI is set to merge with Namib Minerals in a proposed business combination that would lead to Namib Minerals becoming a publicly traded entity in the U.S. This partnership aims to capitalize on gold production in Zimbabwe and critical minerals exploration in the Democratic Republic of Congo (DRC). The merged entity is expected to be named Namib Minerals with plans to list its shares on Nasdaq under the ticker symbols ‘NAMM’ and ‘NAMMW’. Key assets include the producing How Mine in Zimbabwe, expected to yield 27,000 ounces of gold in 2024, and two further exploration-stage former producing gold mines, Mazowe and Redwing. The DRC assets include 13 copper and cobalt mining permits spanning 205 square kilometers, which are located near major mining operations. The management team driving this merger is experienced in the African mining sector, aiming to deliver sustainable development and long-term shareholder value. A registration statement has been filed with the SEC for the securities to be issued in conjunction with this business combination, and a proxy statement will be sent to stockholders of HCVI prior to securing necessary approvals for the merger.

Form Type: 425

Filing Date: 2025-03-03

Corporate Action: Merger

Type: New

Accession Number: 000121390025019051

Filing Summary: Hennessy Capital Investment Corp. VI (HCVI) is involved in a proposed business combination with Namib Minerals and Greenstone Corporation. A registration statement on Form F-4 has been filed with the SEC, including a prospectus for the securities to be issued in connection with this business combination. This process involves soliciting proxies from HCVI’s stockholders to vote on the proposed merger, with a record date of February 18, 2025. After SEC approval, a definitive Proxy Statement will be sent to HCVI stockholders. The document outlines important risks associated with the business combination, including potential delays, market risks, and uncertainties about future operations and financial stability. It also indicates that participants in the solicitation include directors and officers of the involved companies. Additionally, it emphasizes that this document does not constitute an investment offer, and encourages stakeholders to review other relevant filings with the SEC for complete information.

Form Type: 425

Filing Date: 2025-02-12

Corporate Action: Merger

Type: New

Accession Number: 000121390025012983

Filing Summary: Namib Minerals is poised to undergo a proposed business combination with Hennessy Capital Investment Corp. VI (HCVI), aiming to become a public entity and inherit Greenstone Corporation’s portfolio focused on gold and battery metals mining in Africa. The proposed merger enhances Namib’s mining operations in Zimbabwe, specifically at the How, Mazowe, and Redwing mines, which have plans for expansion and potential restart after being under maintenance since 2019. CEO Ibrahima Tall has outlined strategies to fund these endeavors, including a focus on Private Investment in Public Equity (PIPE) financing and leveraging the anticipated Nasdaq listing for better capital access. The company also aims to capitalize on exploration opportunities in the Democratic Republic of Congo, expanding from gold into critical battery metals, reflecting a dual strategy aimed at fulfilling growing market demands. Further, the leadership emphasizes a commitment to responsible mining practices, risk mitigation in restarting operations, and prioritizing community engagement and environmental considerations.

Form Type: 425

Filing Date: 2025-02-11

Corporate Action: Merger

Type: New

Accession Number: 000121390025011881

Filing Summary: Namib Minerals has proposed a business combination with Hennessy Capital Acquisition Corp. VI that aims to transition Namib Minerals into a public company, inheriting the legacy and portfolio of Greenstone Corporation in Africa's mining sector. The strategic growth plan focuses on expanding operations in gold and battery metals in Zimbabwe and the Democratic Republic of Congo (DRC), with an emphasis on environmentally responsible practices and long-term value creation. Details include plans to restart the Mazowe and Redwing mines in Zimbabwe, supported by a capital raise of $300 million over three years. Key milestones for the Mines' restart have also been outlined, projecting a return to production by 2027. The company intends to leverage Preferred Investment in Public Equity and public listing for initial funding, while also implementing operational risk mitigation strategies. Namib is positioned to broaden its offerings into battery metals, responding to global demand, with plans to add value locally through processing operations.