HENNESSY CAPITAL INVESTMENT CORP. V: Non-dependence on previous financial statements, audits or interim review (form 8-K)


Article 4.02. Non-reliance on previously published financial statements or related audit report or interim review completed.

As part of the preparation of the financial statements of Hennessy Capital Investment Corp. V (the “Company”) from and for the periods ended
September 30, 2021, the management of the Company, in consultation with its advisers, identified a classification error made in some of the Company’s previously published financial statements, resulting from the manner in which, at the closing of the initial public offering of the Company Company (“IPO”), The Company has valued its Class A ordinary shares subject to possible redemption. The company previously determined that the value of these Class A common shares was equal to the redemption value of these Class A common shares, after taking into consideration the terms of the company’s amended and restated certificate of incorporation, under which a buyback cannot result in net property, plant and equipment being less than
$ 5,000,001. The management of the Company has determined, after consultation with its advisers, that all of the Class A common shares underlying the units issued in connection with the IPO may be redeemed or become redeemable subject to the occurrence of future events considered to be beyond the control of the Company. Therefore, management has concluded that the redemption value of Class A common shares subject to potential redemption should reflect the eventual redemption of all Class A common shares.

As a result, the Company recognized a classification error related to temporary and permanent equity, which it corrected in its condensed financial statements included in its quarterly report on Form 10-Q from and for the periods ended. September 30, 2021, filed on November 12, 2021 (“Form Q3 10-Q”). In Note 7 to the condensed financial statements included in Form Q3 10-Q, the Company reclassified the required amount of Class A common shares from permanent equity to temporary equity, with the offset recorded in additional paid-up capital ( to the extent possible), accumulated deficit and Class A common shares, and presented the effects of the revision on the Company’s previously published financial statements. The Company has also revised its earnings per share calculation to allocate net income (loss) on a pro rata basis between Class A and Class B common shares. This presentation considers an initial business combination as the most likely outcome, in which case, the two classes of common shares share the income (loss) of the Company on a pro rata basis. The Company presented the reclassification in Form 10-Q Q3 as a revision that did not require restatement of previously filed financial statements. Following the filing of Form Q3 10-Q, the Company determined that it should restate its prior financial statements due to the quantitative significance of the reclassification. Upon further review and in consultation with its advisors, the Company has determined that the Q3 10-Q form should be updated to indicate that the classification error is a restatement and not a revision.

At 23 November 2021, the audit committee of the board of directors of the Company (the “audit committee”) has determined, after discussion with its advisers, that the (i) audited balance sheet of the Company as of January 20, 2021 filed as Exhibit 99.1 of 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
SECOND to May 17, 2021 and (iii) the unaudited financial statements for 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 “Relevant Periods”) should no longer be relied on due to the misclassification described above. Accordingly, 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 10-Q form (the “Amended Q3 10-Q Form ”), Which the Company intends to file as soon as possible. Amended Form Q3 10-Q will include restatements of the audited balance sheet and unaudited condensed interim financial statements for the affected periods.

The Company does not expect the changes described above to have an impact on its cash position or the balance held in its trust account.

The management of the Company 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 controls and procedures of Company disclosure were not effective. The Company will describe its remediation plan for such a material weakness in the upcoming Amended Form Q3 10-Q.

Management of the Company and the Audit Committee have discussed the matters disclosed in this current report on Form 8-K in accordance with this Section 4.02 with Withum, the independent registered public accounting firm of the Company.

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