Exhibit
4.2


 


NUMBER


C-


 


SHARES


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP
42600H 108


 


HENNESSY
CAPITAL INVESTMENT CORP. VI 



 


INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


 


CLASS
A COMMON STOCK


 


This
Certifies that is the owner of


FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON
STOCK OF


 


HENNESSY
CAPITAL INVESTMENT CORP. VI 



 


(THE “CORPORATION”)


 


transferable
on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


The
Corporation will be forced to offer to redeem of all its shares of Class A common stock in connection with an initial business
combination or to redeem all of its shares of Class A common stock if it is unable to complete a business combination by       , 2023
(unless extended pursuant to the Corporation’s Certificate of Incorporation as in effect at such time), all as more fully
described in the Corporation’s final prospectus dated      , 2021.


 


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


 


Witness the seal of the Corporation
and the facsimile signatures of its duly authorized officers.


 


	 	 	 
	Secretary	[Corporate Seal] Delaware	Chief Executive Officer




 




     


     


    

 


 


HENNESSY
CAPITAL INVESTMENT CORP. VI


 


The
Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications,
limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued
and shall be held subject to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions
of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Corporation),
to all of which the holder of this certificate by acceptance hereof assents. 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 sells, assigns and transfers unto


 


(PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))


 


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


 


Shares
of the capital stock represented by the within Certificate, and hereby irrevocably constitutes and appoints


 


Attorney
to transfer the said stock on the books of the within named Corporation 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:


 


By


 


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 Corporation’s final prospectus dated      , 2021, the holder(s) of this
certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account established in
connection with its initial public offering only in the event that (i) the Corporation redeems the shares of Class A common
stock sold in the Company’s 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 Corporation redeems the shares of Class A common stock sold in its initial
public offering in connection with a stockholder vote to amend the Corporation’s amended and restated certificate of
incorporation to modify the substance or timing of the Corporation’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 Corporation 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.