Plus (formerly Plus.ai) (“Plus”) today announced the
confidential submission on Friday, June 25 with the U.S. Securities
and Exchange Commission (the “SEC”) of a draft registration
statement on Form F-4 (the “Registration Statement”) relating to
its previously announced business combination with Hennessy Capital
Investment Corp. V (NASDAQ: HCIC) (“Hennessy Capital”), a publicly
traded special purpose acquisition company (or SPAC). The
Registration Statement was submitted by Plus Inc., (“New Plus”),
currently a wholly owned subsidiary of Plus, which is expected to
be the publicly traded entity for the combined company. Shares and
warrants of the combined company are expected to be listed on the
New York Stock Exchange (“NYSE”) under the ticker symbol “PLAV” and
“PLAV.W”, respectively, upon the consummation of the business
combination.
The business combination is expected to close in the third
quarter of 2021, subject to the satisfaction of the necessary
regulatory approvals and customary closing conditions, including
the approval of Hennessy Capital’s stockholders.
About Plus
Plus is a global leader in autonomous driving technology for
long-haul trucking, headquartered in Silicon Valley and founded in
2016 by serial entrepreneurs and industry veterans who have
extensive experience in high tech and artificial intelligence. Plus
is enabling trucks with its low-cost, high-performance full-stack
Level 4 autonomous driving technology to make long-haul trucking
safer, more efficient, and more sustainable. Mass production and
global deployment of its supervised autonomous driving system,
which reduces fuel consumption by an estimated 10% compared to a
traditional truck, is planned to start in the second half of 2021.
Plus is also collaborating with leading truck manufacturers,
fleets, and ecosystem partners to drive the development of
decarbonization transportation solutions including autonomous
trucks powered by natural gas. For more information, please visit
www.plus.ai or follow Plus on LinkedIn or YouTube.
About Hennessy Capital Investment Corp.
V
Hennessy Capital Investment Corp. V is a special purpose
acquisition company which raised $345 million in its IPO in January
2021 and is listed on the Nasdaq Capital Market (NASDAQ: HCIC).
Hennessy Capital Investment Corp. V was founded by Daniel J.
Hennessy to pursue an initial business combination, with a specific
focus on businesses in the sustainable industrial technology and
infrastructure industries. For more information, please visit
www.hennessycapllc.com.
Cautionary Statement Regarding
Forward-Looking Statements
The information in this press release 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 estimates and forecasts of financial and performance
metrics and projections of market opportunity and market share; (2)
references with respect to the anticipated benefits of the proposed
business combination and the projected future financial performance
of Plus and Plus’s operating companies following the proposed
business combination; (3) changes in the market for Plus’s products
and services and expansion plans and opportunities; (4) Plus’s unit
economics; (5) the sources and uses of cash of the potential
business combination; (6) the anticipated capitalization and
enterprise value of the combined company following the consummation
of the potential business combination; (7) the projected
technological developments of Plus and its competitors; (8)
anticipated short- and long-term customer benefits; (9) current and
future potential commercial and customer relationships; (10) the
ability to manufacture efficiently at scale; (11) anticipated
investments in research and development and the effect of these
investments and timing related to commercial product launches; and
(12) 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 press release, and
on the current expectations of Plus’s and Hennessy Capital’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 Hennessy Capital. These
forward-looking statements are subject to a number of risks and
uncertainties, including changes in domestic and foreign business,
market, financial, political and legal conditions; the inability of
the parties to successfully or timely consummate the proposed
business combination, 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; failure to realize the anticipated
benefits of the proposed business combination; risks relating to
the uncertainty of the projected financial information with respect
to Plus; Plus’s ability to successfully and timely develop,
manufacture, sell and expand its technology and products, including
autonomous driving offerings and otherwise implement its growth
strategy; Plus’s ability to adequately manage any supply chain
risks, including the purchase of a sufficient supply of critical
components incorporated into its product offerings; risks relating
to Plus’s operations and business, including information technology
and cybersecurity risks, failure to adequately forecast supply and
demand, loss of key customers and deterioration in relationships
between Plus and its employees; Plus’s ability to successfully
collaborate with business partners; demand for Plus’s current and
future offerings; risks that orders that have been placed for
Plus’s products are cancelled or modified; risks related to
increased competition; risks relating to potential disruption in
the transportation and shipping infrastructure, including trade
policies and export controls; risks that Plus is unable to secure
or protect its intellectual property; risks of product liability or
regulatory lawsuits relating to Plus’s products and services; risks
that the post-combination company experiences difficulties managing
its growth and expanding operations; the uncertain effects of the
COVID-19 pandemic; and those risk factors discussed in documents of
New Plus and Hennessy Capital 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 Hennessy Capital nor Plus presently
know or that Hennessy Capital 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 Hennessy Capital’s and Plus’s
expectations, plans or forecasts of future events and views as of
the date of this press release. Hennessy Capital and Plus
anticipate that subsequent events and developments will cause
Hennessy Capital’s and Plus’s assessments to change. However, while
Hennessy Capital and Plus may elect to update these forward-looking
statements at some point in the future, Hennessy Capital and Plus
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing Hennessy Capital’s and Plus’s assessments as of any
date subsequent to the date of this press release. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
Important Information for Investors and
Shareholders
As permitted by the Jumpstart our Business Startups Act of 2012
(the “JOBS Act”), and in connection with the proposed business
combination, New Plus has confidentially submitted the Registration
Statement with the SEC, which includes a prospectus with respect to
New Plus’s securities to be issued in connection with the business
combination and a proxy statement to be distributed to holders of
Hennessy Capital’s common stock in connection with Hennessy
Capital’s solicitation of proxies for the vote by Hennessy
Capital’s stockholders with respect to the 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, Hennessy Capital will file the
definitive Proxy Statement with the SEC and will mail copies to
stockholders of Hennessy Capital as of a record date to be
established for voting on the proposed business combination.
Additionally, New Plus and Hennessy Capital will file other
relevant materials with the SEC in connection with the business
combination. Security holders of Plus, New Plus, and Hennessy
Capital 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. Investors and security holders of Plus, New Plus, and
Hennessy Capital 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 Hennessy Capital, 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 or by directing a
request to Plus Inc., and/or on Hennessy Capital’s website
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, Hennessy Capital and New Plus and their respective
directors and officers may be deemed participants in the
solicitation of proxies of Hennessy Capital’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 Hennessy Capital’s
executive officers and directors in the solicitation by reading
Hennessy Capital’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 Hennessy Capital’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.
No Offer or Solicitation
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom.
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version on businesswire.com: https://www.businesswire.com/news/home/20210628005268/en/
Plus
For Media
Lauren Kwan pr@plus.ai
Aaron Palash / Kara Brickman Joele Frank, Wilkinson Brimmer
Katcher 212-355-4449
For Investors
Wen Han ir@plus.ai
Hennessy Capital Investment Corp. V
Cody Slach Gateway IR 949-574-3860 HCIC@gatewayir.com
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