Exhibit 4.3


 


Form of Warrant Certificate


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL
BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED
BELOW


 


Hennessy Capital Investment
Corp. VI 

Incorporated Under the Laws of the State of Delaware


 


CUSIP 42600H 116


 


Warrant Certificate


 


This Warrant Certificate certifies that ,
or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”)
to purchase shares of Class A common stock, $0.0001 par value per share (“Common Stock”), of Hennessy Capital
Investment Corp. VI, a Delaware corporation (the “Company”). Each whole Warrant entitles the holder, upon exercise
during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and
non-assessable shares of Common Stock as set forth below, at the exercise price (the “Warrant Price”) as determined
pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant
Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at the office
or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined
terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant is initially exercisable for
one fully paid and non-assessable share of Common Stock. No fractional shares will be issued upon exercise of any Warrant. If,
upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock, the Company
will, upon exercise, round down to the nearest whole number of the number of shares of Common Stock to be issued to the holder.
The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain
events as set forth in the Warrant Agreement.





 




     


     


    


 


[Form of Warrant]


 


The initial Warrant Price per share of Common
Stock for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence of certain events
as set forth in the Warrant Agreement.


 


Subject to the conditions set forth in the Warrant
Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise
Period, such Warrants shall become null and void. The Warrants may be redeemed, subject to certain conditions, as set forth in
the Warrant Agreement.


 


Reference is hereby made to the further provisions
of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect
as though fully set forth at this place.


 


This Warrant Certificate shall not be valid
unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed
by and construed in accordance with the internal laws of the State of New York.


 


	HENNESSY CAPITAL INVESTMENT CORP. VI	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



[Form of Warrant]


 




    2


     


    


 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued
or to be issued pursuant to a Warrant Agreement dated as of               , 2021 (the “Warrant Agreement”), duly executed
and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (or successor
warrant agent) (collectively, the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference
in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations,
duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained
by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein
shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised at any time during
the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise
them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed,
together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise” as
provided for in the Warrant Agreement) at the designated office of the Warrant Agent. In the event that upon any exercise of Warrants
evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall
be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering
the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating
to the shares of Common Stock is current, except through “cashless exercise” as provided for in the Warrant Agreement.


 


The Warrant Agreement provides that upon the
occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the face
hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to
receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole number
of shares of Common Stock to be issued to the holder of the Warrant.


 


Warrant Certificates, when surrendered at the designated
office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in
writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment
of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like
number of Warrants.


 


Upon due presentation for registration of transfer
of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor
and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate,
subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other third-party charges imposed
in connection therewith.


 


The Company and the Warrant Agent may deem and treat
the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership
or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither
the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.


 




    3


     


    


 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, to receive shares of Common Stock and herewith tenders payment for such shares
of Common Stock to the order of Hennessy Capital Investment Corp. VI (the “Company”) in the amount of $ ________in
accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in
the name of ________, whose address is ________and that such shares of Common Stock be delivered to whose
address is ________. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder,
the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered
in the name of ________, whose address is ________, and that such Warrant Certificate be delivered to __________, whose address is
__________.


 


In the event that the Warrant has been called
for redemption by the Company pursuant to Section 6.1 of the Warrant Agreement and the Company has required cashless exercise
pursuant to Section 6.3 of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable
for shall be determined in accordance with Subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.


 


In the event that the Warrant has been called
for redemption by the Company pursuant to Section 6.5 of the Warrant Agreement and a holder thereof elects to exercise
its Warrant pursuant to a Make-Whole Exercise, the number of shares of Common Stock that this Warrant is exercisable for shall
be determined in accordance with Subsection 3.3.1(c) or Section 6.5 of the Warrant Agreement, as applicable.


 


In the event that the Warrant is a Private Placement
Warrant that is to be exercised on a “cashless” basis pursuant to Subsection 3.3.1(d) of the Warrant Agreement,
the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with Subsection 3.3.1(d)
of the Warrant Agreement.


 


In the event that the Warrant is to be exercised
on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares of Common Stock
that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant may be
exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock
that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement
which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions
of the Warrant Agreement, to receive shares of Common Stock. If said number of shares of Common Stock is less than all of the
shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a
new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of
________, whose address is ________, and that such Warrant Certificate be delivered to ________, whose address is ________.


 


	Date:	(Signature)	 
	 	 	 
		(Address)	 
	 	 	 
		 	(Tax Identification Number)


 


Signature Guaranteed:


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT,
OF 1934, AS AMENDED).





 


 


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