Autonomous Truck startup Plus to Become Publicly Listed Through Combination with SPAC Hennessy Capital Investment Corp. V (HCIC)

Plus (formerly Plus.ai), a global provider of self-driving truck technology, announced it has entered into a definitive business combination agreement with Hennessy Capital Investment Corp. V (NASDAQ: HCIC), a publicly traded special purpose acquisition company. Upon closing, Plus will be a publicly traded company and its common stock is expected to trade on the NYSE under the ticker symbol “PLAV”. The transaction represents a post-combination market capitalization of approximately $3.3 billion for Plus upon closing.

Self-Driving Truck Developer Plans to Start Mass Production of an Autonomous Driving System

Plus is a global provider of self-driving truck technology that makes trucks safer, more efficient, more comfortable, and better for our environment. Plus’s cutting-edge autonomous driving technology solution is comprised of three pillars, including:

• Proprietary full-stack “L4” software behind the decision-making required to autonomously, safely and intelligently drive the vehicle;
• A mass-production ready, low cost, high-performance hardware platform that enables a truck to drive autonomously; and
• A data engine that leverages real-world driving data to continuously upgrade algorithms and ultimately reach L4 autonomy.

PlusDrive uses advanced sensing technologies, including radar, LiDAR, and cameras to provide a 360-degree sensing system. Data gathered through the sensors help the system identify objects nearby, plan its course, predict the movement of those objects, and finally control the vehicle to make its next move safely. Plus’s advanced multi-modal sensor system solves vibration and long-range camera drift problems for mass production as well as adequately addresses adverse weather and lighting for commercial deployment. A link to a video of Plus’s autonomous driving solution and other additional materials can be found on its investor relations page at www.plus.ai/investors.

The Company plans to begin mass production of an autonomous driving solution, PlusDrive, starting in 2021 with FAW, the world’s largest heavy-truck manufacturer, which produced more heavy-duty trucks in 2020 than both the U.S and European markets. In addition, Plus is working with some of the largest fleets in the U.S. and China to pilot commercial freight operations. The Company is also working with IVECO, one of the top global truck manufacturers in the world, to jointly develop autonomous trucks that will be deployed across China, Europe and other geographies.

Management Comments

“All of us at Plus are inspired each day to help make heavy trucks safer and more comfortable, reduce operational costs for fleets, and make our world greener. We are on track to start mass production of autonomous trucks this year,” said David Liu, CEO and Co-founder of Plus. “This transaction enables Plus to continue growing our business globally, so that fleets and drivers can benefit from our revolutionary technology and usher in a new generation of innovation. At the same time, the transaction introduces a partner in HCIC V that shares our focus on sustainable technology and infrastructure, is aligned on our growth and value creation objectives, and recognizes the challenges trucking companies face today. We look forward to working closely with the HCIC V team as we move to commercial deployment and deliver value for drivers, customers and shareholders.”

“We are excited to partner with Plus on their mission to make long-haul trucking safer, cheaper, and better for the environment,” said Daniel J. Hennessy, Chairman and CEO of HCIC V. “HCIC V was formed with the goal of merging with a company that provides sustainable technologies. While we evaluated a number of potential partners, Plus stood out for its unique AI-powered autonomous trucking technology, its partnerships with OEMs and world-class customers, and its strategic roadmap to start the broad commercialization of its intelligent transportation solutions today. We look forward to collaborating with David and his team of experts in automotive safety, self-driving technology, artificial intelligence, robotics, cybersecurity and product development, as Plus transforms the global freight market with a safe self-driving trucking system and creates shareholder value.”

Well Positioned to Capitalize on the Autonomous Freight Opportunity

• Significant Addressable Market Opportunity and Impact:
  • The market opportunity for autonomous long-haul trucking has been estimated at approximately $1.2 trillion for the United States and China, while the total addressable global freight market is expected to be approximately $4 trillion. In addition, Plus’s Supervised Level 4 (“SL4”) PlusDrive solution provides significant value to its customers and accelerates the development of the Company’s L4 fully autonomous system. SL4 is expected to increase fleet operator’s gross profit per truck by 30% to 70%.
• Strategic Leader in Commercialization:
  • In China, Plus will power the flagship product of FAW starting this year with the mass production of the FAW J7L3, which was jointly developed by Plus and FAW. In the U.S., Plus was selected as the provider of 1,000 autonomy-enabled trucks to one of the largest private truck fleets and has already started delivering its initial batch of PlusDrive-enabled retro-fit units. Plus has a clear roadmap and established partnerships to power tens of thousands of supervised autonomous trucks in the next few years and plans to reach full autonomy with L4 trucks by the end of 2024. In addition, Plus’s proprietary software has been commercially validated by customers in the U.S. and China, and thousands of units have already been ordered or pre-ordered globally.
• Scalable and Profitable Path to Driver-out Autonomy:
  • Plus expects to start generating revenue in 2021 from mass-produced and retrofitted trucks as the Company begins its SL4 truck production and delivery in China and the U.S. in 2021. Over time and through billions of real-world miles, Plus expects to collect the data required to demonstrate the safety of PlusDrive to be operated without a driver.
• Providing Sustainability Benefits:
  • The Company’s technology delivers a multitude of benefits in terms of improved safety, efficiency, reliability, comfort, and sustainability. Its L4 autonomous driving system will make the roads safer while reducing operating costs by approximately 38%, and reducing carbon emissions by approximately 1.1 million tons between 2021 and 2024. Its L4 system is also projected to improve asset utilization, increasing revenue per truck by 100%. At the same time, with proprietary algorithms that are constantly optimizing fuel use, PlusDrive-enabled trucks save an estimated 10% to 20% in fuel costs.

Business Combination Overview

The proposed business combination has been unanimously approved by the Boards of Directors of both Plus and HCIC V and 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 HCIC V’s shareholders.

The business combination is expected to deliver up to approximately $500 million in gross proceeds at closing, including approximately $345 million of cash held in HCIC V’s trust account from its initial public offering in January 2021, assuming no redemptions by HCIC V’s public stockholders. The business combination is further supported by a fully committed common stock PIPE at $10.00 per share of $150 million, including investments from funds and accounts managed by BlackRock and the D. E. Shaw group, among other institutional investors. Under the terms of the business combination, Plus’s existing shareholders will convert 100% of their ownership stakes into the combined company and are expected to own approximately 80% of the post-combination company at close.

Additional information about the proposed business combination, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by HCIC V today with the Securities and Exchange Commission (“SEC”) and available at www.sec.gov.

Advisors

Goldman Sachs is acting as exclusive financial advisor and Linklaters LLP and Kirkland & Ellis LLP are acting as legal counsel to Plus. Barclays Capital Inc. is acting as financial and capital markets advisor and Sidley Austin LLP is acting as legal counsel to Hennessy Capital Investment Corp. V. Goldman Sachs and Barclays Capital Inc. are acting as joint placement agents and Shearman & Sterling LLP is acting as their legal counsel with respect to the PIPE.

Conference Call Information

Plus and Hennessy Capital Investment Corp. V will host a joint investor conference call to discuss the proposed business combination and review the investor presentation today, May 10, 2021, at 8:30 am Eastern Time.

A live webcast of the conference call and associated presentation materials will be accessible on HCIC V’s website at www.hennessycapllc.com and on Plus’s investor relations page at www.plus.ai/investors. A replay of the conference call will be available after completion of the conference call and can be accessed on the investor relations pages.

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