HENNESSY CAPITAL INVESTMENT CORP. VI : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On October 1, 2021, Hennessy Capital Investment Corp. VI (the "Company") consummated its initial public offering (the "IPO") of 30,000,000 units (the "Units"). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share ("Class A Common Stock"), and one-third of one redeemable warrant of the Company ("Warrant"), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $300,000,000.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company's Registration Statement on Form S-1 (File No. 333-254062) related to the IPO, initially filed with the U.S. Securities and Exchange Commission (the "Commission") on March 10, 2021 (as amended, the "Registration Statement"):

? An Underwriting Agreement, dated September 28, 2021, by and among the Company

and Citigroup Global Markets Inc. and Barclays Capital Inc., as representatives

of the several underwriters named in Schedule A thereto, a copy of which is

attached as Exhibit 1.1 hereto and incorporated by reference herein.

? A Warrant Agreement, dated September 28, 2021, by and between the Company and

Continental Stock Transfer & Trust Company, as warrant agent, a copy of which

is attached as Exhibit 4.1 hereto and incorporated by reference herein.

? A Letter Agreement, dated September 28, 2021, by and among the Company, its

officers, its directors and the Company's sponsor, Hennessy Capital Partners VI

LLC (the "Sponsor"), a copy of which is attached as Exhibit 10.1 hereto and

incorporated by reference herein.

? An Investment Management Trust Agreement, dated September 28, 2021, by and

between the Company and Continental Stock Transfer & Trust Company, as trustee,

a copy of which is attached as Exhibit 10.2 hereto and incorporated by

   reference herein.

? A Registration Rights Agreement, dated September 28, 2021, by and among the

Company, the Sponsor and certain other securityholders of the Company, a copy

of which is attached as Exhibit 10.3 hereto and incorporated by reference

   herein.

? An Administrative Support Agreement, dated September 28, 2021, by and between

the Company and Hennessy Capital Group LLC, a copy of which is attached as

Exhibit 10.4 hereto and incorporated by reference herein.

? A Private Placement Warrants Purchase Agreement, dated September 28, 2021 (the

"Private Placement Warrants Purchase Agreement"), by and between the Company

and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and

incorporated by reference herein.

? Indemnity Agreements, by and between the Company and each of the officers and

directors of the Company, the form of which is attached as Exhibit 10.6 hereto

and incorporated by reference herein.

? Subscription Agreements, each dated July 7, 2021 (each as subsequently amended,

collectively the "BlackRock Subscription Agreements"), by and among the

Company, the Sponsor and certain funds and accounts managed by subsidiaries of

BlackRock, Inc. (collectively, "BlackRock"), the form of which was previously

filed as Exhibit 10.8 to the Registration Statement and is incorporated by

   reference herein.

? The Subscription Agreement, dated July 8, 2021 (as subsequently amended, the

"DE Shaw Subscription Agreement"), by and among the Company, the Sponsor and D.

E. Shaw Valence Portfolios, L.L.C. and solely with respect to the purchase of

the Founder Shares, its wholly-owned subsidiary D. E. Shaw Valence Investments

(Cayman) Limited (collectively, "DE Shaw"), the form of which was previously

filed as Exhibit 10.11 to the Registration Statement and is incorporated by

   reference herein.

? The Subscription Agreement, dated July 9, 2021 (as subsequently amended, the

"Arena Subscription Agreement"), by and among the Company, the Sponsor and

Arena Capital Advisors, LLC, for and on behalf of the funds and accounts it

manages ("Arena"), the form of which was previously filed as Exhibit 10.9 to

the Registration Statement and is incorporated by reference herein.

? Subscription Agreements, each dated July 9, 2021 (each as subsequently amended,

collectively the "Highbridge Subscription Agreements"), by and among Company,

the Sponsor and Highbridge Tactical Credit Master Fund, L.P. and Highbridge

SPAC Opportunity Fund, L.P. (collectively, "Highbridge"), the form of which was

previously filed as Exhibit 10.12 to the Registration Statement and is

incorporated by reference herein.

? The Subscription Agreement, dated July 8, 2021 (as subsequently amended, the

"Apollo Subscription Agreement"), by and among Company, the Sponsor, Apollo

SPAC Fund 1, L.P., Apollo Atlas Master Fund, LLC, Apollo A-N Credit Fund

(Delaware), L.P., Apollo Credit Strategies Master Fund Ltd. and Apollo PPF

Credit Strategies, LLC (collectively, "Apollo"), the form of which was

previously filed as Exhibit 10.13 to the Registration Statement and is

incorporated by reference herein.

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? The Subscription Agreement, dated September 28, 2021 (the "Antara Subscription

Agreement"), by and among the Company, the Sponsor and Antara Capital Total

Return SPAC Master Fund LP ("Antara"), a copy of which is attached as Exhibit

10.7 hereto and incorporated by reference herein.

? Subscription Agreements, by and among the Company, the Sponsor and each of four . . .

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO on October 1, 2021, the Company completed the private placement and sale of an aggregate of 6,666,667 warrants to purchase one share of Class A Common Stock (the "Private Placement Warrants") at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $10.0 million. Among the Private Placement Warrants, 2,099,999 Private Placement Warrants were purchased by the Sponsor pursuant to the Private Placement Warrants Purchase Agreement and 4,566,668 Private Placement Warrants were purchased in the aggregate by the Investors pursuant to the Investor Subscription Agreements.

The Private Placement Warrants are identical to the Warrants included in the Units sold as part of the Units in the IPO, except that the Private Placement Warrants, so long as they are held by the Sponsor, the Investors or their respective permitted transferees, (i) will not be redeemable by the Company (except if the Reference Value (as defined in the Registration Statement) is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), in which case the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Warrants), (ii) may not (including the shares of Class A Common Stock issuable upon the exercise of such Private Placement Warrants), subject to certain limited exceptions as described in the Registration Statement, be transferred, assigned or sold until 30 days after the completion of the Company's initial business combination, (iii) may be exercised on a cashless basis and (iv) the holders thereof (including with respect to the shares of Class A Common Stock issuable upon exercise of such Private Placement Warrants) are entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sales of the Private Placement Warrants. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On September 28, 2021, in connection with the IPO, the Company filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, effective the same day. The terms of the Amended and Restated Certificate of Incorporation are set forth in the Registration Statement and are incorporated by reference herein. A copy of the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated by reference herein.

Item 8.01. Other Events.

A total of $300,000,000, comprised of $294,000,000 of the proceeds from the IPO (which amount includes $10,500,000 of the underwriters' deferred discount) and $6,000,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes (less up to $100,000 interest to pay dissolution expenses), the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company's initial business combination, (ii) the redemption of any of the Company's public shares properly submitted in connection with a stockholder vote to amend the Company's amended and restated certificate of incorporation (a) to modify the substance or timing of its obligation to redeem 100% of the Company's public shares if it does not complete its initial business combination within 24 months from the closing of the IPO or (b) with respect to any other provision relating to stockholders' rights or pre-initial business combination activity and (iii) the redemption of the Company's public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO, subject to applicable law.

On September 28, 2021, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.    Description

1.1             Underwriting Agreement, dated September 28, 2021, by and among the
              Company, Citigroup Global Markets Inc. and Barclays Capital Inc., as
              representative of the several underwriters.

3.1             Amended and Restated Certificate of Incorporation.

4.1             Warrant Agreement, dated September 28, 2021, by and between the
              Company and Continental Stock Transfer & Trust Company, as warrant
              agent.

10.1            Letter Agreement, dated September 28, 2021, by and among the Company,
              its officers and directors and the Sponsor.

10.2            Investment Management Trust Agreement, dated September 28, 2021, by
              and between the Company and Continental Stock Transfer & Trust Company,
              as trustee.

10.3            Registration Rights Agreement, dated September 28, 2021, by and among
              the Company, the Sponsor and certain other securityholders of the
              Company.

10.4            Administrative Support Agreement, dated September 28, 2021, by and
              between the Company and Hennessy Capital Group LLC.

10.5            Private Placement Warrants Purchase Agreement, dated September 28,
              2021, by and between the Company and the Sponsor.

10.6            Form of Indemnity Agreement, dated September 28, 2021, by and between
              the Company and each of the officers and directors of the Company.

10.7            Subscription Agreement, dated September 28, 2021, by and among the
              Company, the Sponsor and Antara Capital Total Return SPAC Master Fund
              LP.

99.1            Press Release, dated September 28, 2021




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