Exhibit 4.1


 


NUMBER OF UNITS U-


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP 42600H 207


 


HENNESSY CAPITAL INVESTMENT
CORP. VI


 


UNITS CONSISTING OF ONE
SHARE OF CLASS A COMMON STOCK AND


ONE-FIFTH OF ONE REDEEMABLE
WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF


CLASS A COMMON STOCK


 


THIS CERTIFIES THAT is the owner of Units.


 


Each
Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common
Stock”), of Hennessy Capital Investment Corp. VI, a Delaware corporation (the “Company”), and one-fifth
(1/5) of one warrant (each whole warrant, a “Warrant”). Each whole Warrant entitles the holder to purchase
one (1) share (subject to adjustment) of Common Stock for $11.50 per share (subject to adjustment). Only whole Warrants are exercisable.
Each whole Warrant will become exercisable on the later of (i) thirty (30) days after the Company’s completion of a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more
businesses (each a “Business Combination”), or (ii) twelve (12) months from the closing of the Company’s
initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years
after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation (the
“Expiration Date”). The Common Stock and Warrants comprising the Units represented by this certificate are
not transferable separately prior to      , 2021, unless Citigroup Global Markets Inc. and Barclays
Capital Inc. elect to allow earlier separate trading, subject to the Company’s filing of a Current Report on Form 8-K with
the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt of the gross
proceeds of the Company’s initial public offering and issuing a press release announcing when separate trading will begin.
No fractional Warrants will be issued upon separation of the Units. The terms of the Warrants are governed by a Warrant Agreement,
dated as of       , 2021, between the Company and Continental Stock Transfer & Trust Company,
as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder
of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant
Agent at 1 State Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder on written request and
without cost.


 


This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar of the Company.


 


This certificate shall be governed by and construed in accordance
with the internal laws of the State of New York.


 


Witness the facsimile signature
of its duly authorized officers.


 


	 	 	 
	Chief Executive Officer	 	Chief Financial Officer




 




     


     


    

 


Hennessy Capital Investment
Corp. VI


 


The Company will furnish
without charge to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or
restrictions of such preferences and/or rights.


 


The following abbreviations,
when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according
to applicable laws or regulations:


 


	TEN
    COM	—	 as tenants in common	UNIF
    GIFT MIN ACT —	

                                                                                Custodian

	 	 	 	 
	TEN
    ENT	—	 as tenants by the entireties	 	(Cust)	 	(Minor)
	 	 	 	 	 	 
	JT TEN	— 	as joint tenants with right of survivorship and not as tenants in common	 	under
    Uniform Gifts to Minors Act
	 	 	 	(State)


 


Additional abbreviations may also
be used though not in the above list.


 


For value received, hereby sell, assign and transfer
unto


 


 


PLEASE INSERT SOCIAL
SECURITY OR 
OTHER IDENTIFYING NUMBER OF ASSIGNEE


 


(PLEASE PRINT OR TYPEWRITE
NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


 


Units represented by the within Certificate, and
do hereby irrevocably constitute and appoint


 


Attorney to transfer the said Units on the books
of the within named Company with full power of substitution in the premises.


 


Dated


 


	 	Notice: The signature to this assignment must correspond with the name as
    written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.




 


Signature(s) Guaranteed:


 


THE SIGNATURE(S) MUST 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 S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE).


 


In each case, as more fully described in the
Company’s final prospectus dated      , 2021, the holder(s) of the Company’s Class A common stock shall be entitled to
receive a pro-rata portion of certain funds held in the trust account established in connection with the Company’s initial
public offering only in the event that (i) the Company redeems the shares of Class A common stock sold in its initial public offering
and liquidates because it does not consummate an initial business combination by      , 2023 (or such later date if such period is
extended pursuant to the Company’s Certificate of Incorporation as in effect at such time), (ii) the Company redeems the
shares of Class A common stock sold in its initial public offering in connection with a stockholder vote to amend the Company’s
amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem
100% of the Class A common stock if it does not consummate an initial business combination by       , 2023 (or such later date, if
such period is extended pursuant to the Company’s Certificate of Incorporation as in effect at such time) or with respect
to any other material provisions relating to stockholders’ rights of pre-initial business combination activity, or (iii)
if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Class A common stock in connection with a tender
offer (or proxy solicitation, solely in the event the Company seeks stockholder approval of the proposed initial business combination)
setting forth the details of a proposed initial business combination. In no other circumstances shall the holder(s) have any right
or interest of any kind in or to the trust account.