Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
08 Februar 2024 - 10:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Hennessy Capital Investment Corp. VI
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
42600H108
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
☒ |
Rule 13d-1(b) |
☐ |
Rule 13d-1(c) |
☐ |
Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 42600H108 | 13G | Page 2 of 6 |
1. |
Names
of Reporting Person:
Wealthspring
Capital LLC |
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
☐ |
|
(b) |
☒ |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each Reporting
Person With |
|
|
5. |
Sole
Voting Power 0 |
6. |
Shared
Voting Power 0 |
7. |
Sole
Dispositive Power 0 |
8. |
Shared
Dispositive Power 0 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person 0 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
11. |
Percent
of Class Represented by Amount in Row (9) 0% |
12. |
Type
of Reporting Person (See Instructions) IA; PN |
CUSIP No. 42600H108 | 13G | Page 3 of 6 |
1. |
Names
of Reporting Person:
Matthew Simpson |
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
☐ |
|
(b) |
☒ |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
United States of America |
Number
of
Shares
Beneficially
Owned by
Each Reporting
Person With |
|
|
5. |
Sole
Voting Power 0 |
6. |
Shared
Voting Power 0 |
7. |
Sole
Dispositive Power 0 |
8. |
Shared
Dispositive Power 0 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person 0 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
11. |
Percent
of Class Represented by Amount in Row (9) 0% |
12. |
Type
of Reporting Person (See Instructions) IN; IA; HC |
CUSIP No. 42600H108 | 13G | Page 4 of 6 |
Item 1.
Hennessy Capital Investment Corp. VI
| (b) | Address of Issuer’s Principal Executive Offices. |
195 US Hwy 50, Suite 309
Zephyr Cove, NV 89448
Item 2.
| (a)-(c) | Name of Persons Filing, Address of Principal Business Office, Citizenship |
This statement is being jointly filed
by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”). The filing of
this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered
by the statement other than the securities actually owned by such person (if any).
| (i) | Wealthspring Capital LLC, a Delaware limited liability company (“Wealthspring”); and |
| (ii) | Matthew Simpson, who is a United States citizen and a manager of Wealthspring. |
The principal business address for Wealthspring
and for Mr. Simpson is 2 Westchester Park Drive, Suite 108, West Harrison, NY 10604.
| (d) | Title and class of securities covered by this statement: |
Class A Common Stock, par value $0.0001
per share (“Shares”)
42600H108
Item 3.
If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is a:
| ☐ | Broker or dealer
registered under section 15 of the Act; |
| ☐ | Bank as defined
in section 3(a)(6) of the Act; |
| ☐ | Insurance company
as defined in section 3(a)(19) of the Act; |
| ☐ | Investment company
registered under section 8 of the Investment Company Act of 1940; |
| ☒ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| ☐ | An employee benefit
plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| ☒ | A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G); |
| ☐ | A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act; |
CUSIP No. 42600H108 | 13G | Page 5 of 6 |
| ☐ | A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment Company Act of 1940; |
| ☐ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
| ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ________ |
Item 4. Ownership
| (a) | Each of Wealthspring Capital LLC and Mr. Simpson may be deemed to beneficially own 0 Shares. |
| (b) | The number of Shares that each of Wealthspring Capital LLC and Mr. Simpson may be deemed to beneficially own constitutes approximately
0% of the Shares outstanding. |
| (c) | Number of Shares as to which such person has |
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following: ☒
Item 6. Ownership of More Than 5 Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classifications of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in
connection with a nomination under § 240.14a-11.
CUSIP No. 42600H108 | 13G | Page 6 of 6 |
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 8, 2024
Wealthspring Capital LLC |
|
|
|
|
|
By: |
/s/ Matthew Simpson |
|
/s/ Matthew Simpson |
Name: |
Matthew Simpson |
|
Matthew Simpson |
Its: |
Manager |
|
|
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