Item 7.01 Regulation FD Disclosure.
As previously disclosed, on May 7, 2021, Hennessy Capital Investment Corp. V
("HCIC") entered into a Merger Agreement and Plan of Reorganization (as amended
and restated on June 19, 2021, and as may be further amended from time to time,
the "Merger Agreement") to effect an initial business combination (the "Business
Combination") with PlusAI Corp ("Plus"). In light of recent developments in the
regulatory environment outside of the United States, HCIC and Plus have agreed
to enter into discussions to pursue a potential restructuring of the Business
Combination and amendment of the terms of the Merger Agreement and related
agreements and, as a result, the consummation of the Business Combination will
likely be delayed past the November 8, 2021 "outside date" set forth in the
Merger Agreement. While HCIC intends to work in good faith with Plus and its
shareholders to reach mutually agreeable terms for such a restructuring and
amendment, there can be no assurance that the parties will be able to agree upon
such a restructuring and amendment or, if they do, that the Business Combination
(as so amended) will be successfully consummated. As of the date of this Current
Report on Form 8-K, Plus has not received any inquiries or notices of
investigation from any governmental or regulatory authorities and no permissions
requested by Plus from a Chinese government entity have been denied.
The foregoing information is being furnished pursuant to Item 7.01 and will not
be deemed to be filed for purposes of Section 18 of the Exchange Act or
otherwise be subject to the liabilities of that section, nor will it be deemed
to be incorporated by reference in any filing under the Securities Act or the
Exchange Act.
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Additional Information About the Transaction and Where To Find It
In connection with the proposed Business Combination, Plus, Inc., the new
publicly traded company resulting from the Business Combination ("New Plus"),
has confidentially submitted a draft registration statement on Form F-4 (the
"Registration Statement") with the U.S. Securities and Exchange Commission (the
"SEC"), which includes a prospectus with respect to New Plus's securities to be
issued in connection with the proposed Business Combination and a proxy
statement to be distributed to holders of HCIC's common stock in connection with
HCIC's solicitation of proxies for the vote by HCIC's stockholders with respect
to the proposed Business Combination and other matters to be described in the
Registration Statement (the "Proxy Statement"). After the Registration Statement
has been declared effective by the SEC, HCIC will file the definitive Proxy
Statement with the SEC and will mail copies to stockholders of HCIC as of a
record date to be established for voting on the proposed Business Combination.
Additionally, New Plus and HCIC will file other relevant materials with the SEC
in connection with the proposed Business Combination. Security holders of Plus,
New Plus, and HCIC are urged to read the Registration Statement and Proxy
Statement and the other relevant materials when they become available before
making any voting decision with respect to the proposed Business Combination
because they will contain important information about the proposed Business
Combination and the parties thereto. Security holders of Plus, New Plus, and
HCIC may also obtain a copy of the Registration Statement and Proxy Statement,
when available, as well as other documents filed with the SEC regarding the
proposed Business Combination by New Plus and HCIC, without charge, at the SEC's
website located at www.sec.gov. Copies of these filings may be obtained free of
charge on Plus's website at www.plus.ai/investors.com when available or by
directing a request to Lynn Miller, General Counsel, 20401 Stevens Creek
Boulevard, Cupertino, California 95014 or by telephone at (408) 508-4758 and/or
on HCIC's website at http://www.hennessycapllc.com or by directing a request to
Nicholas A. Petruska, Executive Vice President, Chief Financial Officer, 3415 N.
Pines Way, Suite 204, Wilson, Wyoming 83014 or by telephone at (307) 201-1903.
The information contained on, or that may be accessed through, the websites
referenced in this press release is not incorporated by reference into, and is
not a part of, this press release.
Participants in the Solicitation
Plus, HCIC and New Plus and their respective directors and officers may be
deemed participants in the solicitation of proxies of HCIC's stockholders in
connection with the proposed Business Combination. Security holders may obtain
more detailed information regarding the names, affiliations and interests of
certain of HCIC's executive officers and directors in the solicitation by
reading HCIC's Registration Statement on Form S-1, declared effective by the SEC
on January 14, 2021, and the Registration Statement, Proxy Statement and other
relevant materials filed with the SEC in connection with the proposed Business
Combination when they become available. Information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of proxies to
HCIC's shareholders in connection with the proposed Business Combination,
including a description of their direct and indirect interests, which may, in
some cases, be different than those of their stockholders generally, will be set
forth in the Proxy Statement when it becomes available.
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Forward Looking Statements
The information in this report includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as "estimate," "plan," "project," "forecast," "intend,"
"may," "will," "expect," "continue," "should," "would," "anticipate," "believe,"
"seek," "target," "predict," "potential," "seem," "future," "outlook" or other
similar expressions that predict or indicate future events or trends or that are
not statements of historical matters, but the absence of these words does not
mean that a statement is not forward-looking. These forward-looking statements
include, but are not limited to, (1) statements regarding the applicability of
one or more regulation, rule, or law of any governmental authority or regulatory
body applicable to Plus, HCIC, and/or New Plus, (2) statements regarding the
status of any investigations or reviews by any governmental authority or
regulatory body, including the expected duration or results from any such
investigation or review, (3) statements relating to future modifications to the
terms of the proposed Business Combination or amendments to the Merger
Agreement, (4) statements regarding the negotiation and potential agreement of
HCIC, Plus and New Plus to reach mutually agreeable terms for a restructuring of
the Business Combination or amendment to the terms of the Merger Agreement, any
agreement, and (5) expectations related to the terms and timing of the proposed
Business Combination. These statements are based on various assumptions, whether
or not identified in this report, and on the current expectations of Plus's and
HCIC's management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of Plus and HCIC. These forward-looking statements are
subject to a number of risks and uncertainties, including the risk that any
required stockholder or regulatory approvals are not obtained, are delayed or
are subject to unanticipated conditions that could adversely affect the combined
company or the expected benefits of the proposed Business Combination; the risk
that Plus and HCIC are unable to reach mutually agreeable terms for a
restructuring of the Business Combination or amendment to the terms of the
Merger Agreement; and those risk factors discussed in documents of New Plus and
HCIC filed, or to be filed, with the SEC. If any of these risks materialize or
our assumptions prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be additional
risks that neither HCIC nor Plus presently know or that HCIC and Plus currently
believe are immaterial that could also cause actual results to differ from those
contained in the forward-looking statements. In addition, forward-looking
statements reflect HCIC's and Plus's expectations, plans or forecasts of future
events and views as of the date of this report. HCIC and Plus anticipate that
subsequent events and developments will cause HCIC's and Plus's assessments to
change. However, while HCIC and Plus may elect to update these forward-looking
statements at some point in the future, HCIC and Plus specifically disclaim any
obligation to do so. These forward-looking statements should not be relied upon
as representing HCIC's and Plus's assessments as of any date subsequent to the
date of this report. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
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