The proceeds from the Closing Date Term Loan were used to
partially refinance certain of the Term Loan Parties (as
defined below) capital leases, purchase money debt, equipment
and real estate financings and to pay transaction costs
associated with the Business Combination.

Interest Rates

Term loans under the Term Loan Facility are, at the Term Loan
Borrowers election from time to time, comprised of alternate
base rate loans (an ABR Borrowing) or adjusted
LIBOR loans (a Eurodollar Rate Borrowing),
with the applicable margins of interest being an alternate base
rate (subject to a 2.00% floor) plus 4.50% per annum for ABR
Borrowings and LIBOR (subject to a 1.00% floor) plus 5.50% per
annum for Eurodollar Rate Borrowings.

Amortization

The Closing Date Term Loan amortizes in equal quarterly
installments in aggregate annual amounts equal to 1.0% per
annum of the original principal amount thereof. The Delayed
Draw Term Loans, if drawn, will amortize in equal quarterly
installments in aggregate annual amounts equal to a percentage
of the original principal amount thereof that will result in
the Delayed Draw Term Loans being fungible with the Closing
Date Term Loan. The final principal repayment installment of
the Closing Date Term Loan and the Delayed Draw Term Loans is
required to be paid on the maturity date of the Term Loan
Facility in an amount equal to the aggregate principal amount
of the Closing Date Term Loan and the Delayed Draw Term Loans
outstanding on such date.

Mandatory and Optional Prepayments

The Term Loan Facility will permit the Term Loan Borrower to
voluntarily prepay its borrowings, subject, under certain
circumstances in connection with any repricing transaction that
occurs in the six months after the closing of the Term Loan
Facility, to the payment of a prepayment premium of 1.00%
(except in connection with certain transformative acquisitions
or similar investments, change in control transactions and
initial public offerings). In certain circumstances (subject to
exceptions, exclusions and, in the case of excess cash flow,
step-downs described below), the Term Loan Borrower may also be
required to make an offer to prepay the Term Loan Facility if
it receives proceeds as a result of certain asset sales, debt
issuances, casualty or similar events of loss, or if it has
excess cash flow (defined as an annual amount calculated using
a customary formula based on consolidated adjusted EBITDA,
including, among other things, deductions for (i)the amount of
certain voluntary prepayments of the Term Loan Facility, and
(ii)the amount of certain capital expenditures, acquisitions,
investments, and restricted payments). The percentage of excess
cash flow that must be applied as a mandatory prepayment is 50%
with respect to the initial excess cash flow period (the fiscal
year ending on December31, 2018) and will be 50%, 25% or 0% for
future excess cash flow periods depending upon the first lien
leverage ratio of the Term Loan Borrower and its restricted
subsidiaries.

Guarantees and Collateral

The Term Loan Facility is guaranteed by the Company and all of
the Term Loan Borrowers wholly owned domestic restricted
subsidiaries (subject to customary exceptions for excluded
subsidiaries) (collectively, Term Loan
Guarantors and together with the Term Loan Borrower,
collectively Term Loan Parties and each a
Term Loan Party). Subject to certain customary
exceptions, the Term Loan Facility is secured by (a)a first
priority security interest in substantially all now owned or
hereafter acquired personal property and real property of the
Term Loan Parties (other than ABL Priority Collateral, as
defined below), including, without limitation, (i)a pledge of
the capital stock of the Term Loan Borrower owned by the
Company and a pledge of the capital stock of each Term Loan
Partys direct restricted subsidiaries, but limited, in the case
of voting capital stock of foreign subsidiaries and controlled
foreign corporation holding companies, to a pledge of 65% of
the voting capital stock of any first-tier foreign subsidiary
or controlled foreign corporation holding company and (ii)any
and all tractors, trailers and equipment used for transport
(other than any parts inventory) of the Term Loan Parties
(subject to customary exceptions and exclusions) (the
collateral described in this clause (a), the Term
Priority Collateral), and (b)a second priority
security interest in the following assets of the Term Loan
Parties: (i)accounts receivable; (ii)inventory; (iii)cash and
cash equivalents (other than cash and cash equivalents
constituting identifiable proceeds of Term Priority
Collateral); (iv)securities and deposit accounts (subject to
exceptions for accounts containing

exclusively identifiable cash proceeds of Term Priority
Collateral); (v)general intangibles (other than capital stock
and intellectual property), instruments, documents, chattel
paper, commercial tort claims, letter of credit rights and
supporting obligations, in each case related to the foregoing;
(vi)books and records to the extent related to the foregoing
and (vii)in each case above, proceeds thereof (the collateral
described in this clause (b), the ABL Priority
Collateral).

Financial Covenant

The Term Loan Facility contains a financial covenant requiring
the Term Loan Borrower to maintain a consolidated total
leverage ratio as of the last day of any fiscal quarter of less
than or equal to 4.25 to 1.00 commencing on June30, 2017,
stepping down to 4.00 to 1.00 on March31, 2019 and stepping
down to 3.75 to 1.00 on March31, 2021. The Term Loan Borrowers
consolidated total leverage ratio is defined as the ratio of
(1)consolidated total debt minus unrestricted cash and cash
equivalents and cash and cash equivalents restricted in favor
of the Term Loan Administrative Agent and the lenders not to
exceed $5 million, to (2)the Term Loan Borrowers consolidated
adjusted EBITDA for the trailing 12 month period (with
customary add-backs permitted to consolidated adjusted EBITDA,
including in respect of synergies and cost-savings reasonably
identifiable and factually supportable that are anticipated to
be realized in an aggregate amount not to exceed 25% of
consolidated adjusted EBITDA and subject to other customary
limitations).

Other Covenants

The Term Loan Facility contains (i)certain customary
affirmative covenants that, among other things, require
compliance with applicable laws, periodic financial reporting
and notices of material events, payment of taxes and other
obligations, maintenance of property and insurance, and
provision of additional guarantees and collateral, and
(ii)certain customary negative covenants that, among other
things, restrict the incurrence of additional indebtedness,
liens on property, sale and leaseback transactions,
investments, mergers, consolidations, liquidations and
dissolutions, asset sales, acquisitions, the payment of
distributions, dividends, redemptions and repurchases of equity
interests, transactions with affiliates, prepayments and
redemptions of certain other indebtedness, burdensome
agreements, holding company limitations, changes in fiscal year
and modifications of organizational documents.

Events of Default

The Term Loan Facility contains customary events of default,
including, among others, nonpayment of principal, interest or
other amounts, failure to perform covenants, inaccuracy of
representations and warranties in any material respect,
cross-defaults and cross-acceleration with other material
indebtedness, cross-acceleration and cross payment default with
the ABL Facility, certain undischarged judgments, the
occurrence of certain ERISA or bankruptcy or insolvency events
or the occurrence of a change in control (including, among
other things, the acquisition by any person, entity or group
(other than certain permitted holders) of more than the greater
of (x)35% of the total voting power of outstanding voting stock
of the Company and (y)the percentage of the total voting power
of outstanding voting stock of the Company held by certain
permitted holders).

Remedies

Upon the occurrence, and during the continuance, of an event of
default, the Term Loan Administrative Agent may, in addition to
other customary rights and remedies, declare any outstanding
obligations under the Term Loan Facility immediately due and
payable.

A copy of the Term Loan Facility agreement is filed with this
Current Report on Form8-K as Exhibit10.1 and is incorporated
herein by reference, and the foregoing description of the Term
Loan Facility is qualified in its entirety by reference
thereto.

ABL Revolving Credit Facility

Overview

On February27, 2017, concurrently with the consummation of the
Business Combination, Daseke Companies,Inc. and its wholly
owned domestic subsidiaries, as borrowers (collectively, the
ABL Borrowers), entered into a new five-year,
senior secured asset-based revolving credit facility (the
ABL Facility) under a credit agreement with
PNC Bank, National Association, as administrative agent (the
ABL Facility Administrative Agent), and the
lenders party thereto, in an aggregate maximum credit amount
equal to $70.0 million (subject to availability under a
borrowing base). Additionally, the size of the ABL Facility
could increase from time to time to an uncommitted accordion by
an aggregate amount for all such increases of up to $30
million. The ABL Facility has a scheduled maturity date of
February27, 2022. Borrowings under the ABL Facility will bear
interest at rates based upon the ABL Borrowers fixed charge
coverage ratio and, at the ABL Borrowers election from time to
time, either a base rate plus an applicable margin or adjusted
LIBOR rate plus an applicable margin.

Amounts available under the ABL Facility may be used to
(i)finance a portion of any Permitted Acquisition (as defined
in the ABL Facility) (ii)pay fees and expenses relating to the
Transactions (as defined in the ABL Facility), (iii)provide for
working capital needs and reimburse drawings under Letters of
Credit (as defined in the ABL Facility) and (iv)for other
general corporate purposes, all as more fully set forth in the
ABL Facility.

Amortization

Borrowings under the ABL Facility will not amortize. All
obligations outstanding or issued under the ABL Facility are
due and payable at the scheduled maturity.

Mandatory and Optional Prepayments

The ABL Facility permits the Company to voluntarily prepay its
borrowings, without premium or penalty (subject to customary
requirements for payment of LIBOR breakage costs). The ABL
Facility contains customary cash management provisions with
respect to proceeds of ABL Priority Collateral (as defined
above). In certain circumstances, the Company may also be
required to prepay the ABL Facility as a result of revolving
credit exposure exceeding the borrowing base and, during any
period after a default or event of default or after excess
availability falling below the greater of (x)$15,000,000 and
(y)20% of the maximum credit amount and continuing until such
time as no default or event of default has existed and excess
availability has exceeded such amounts for a period of 60
consecutive days, to the extent (a)it receives proceeds of
certain asset sales or casualty or similar events of loss with
respect to ABL Priority Collateral or (b)there are Declined
Proceeds (as defined in the Term Loan Facility) with respect to
certain asset sales, debt issuances, or casualty or similar
events of loss.

Guarantees and Collateral

The ABL Facility is guaranteed by the same entities that
guarantee the Term Loan Facility (to the extent that such Term
Loan Guarantors are not already borrowers under the ABL
Facility). The ABL Facility is secured by a first priority
security interest in all ABL Priority Collateral and second
priority security interests in all Term Priority Collateral.

Financial Covenants

The ABL Facility contains (i)a financial covenant similar to
the consolidated total leverage ratio required under the Term
Loan Facility (but in any event requiring a leverage ratio of
less than or equal to 4.25:1:00), and (ii)during any period
after a default or event of default or after excess
availability falling below the greater of (x)$15,000,000 and
(y)20% of the maximum credit amount, continuing until such time
as no default or event of default has existed and excess
availability has exceeded such amounts for a period of 60
consecutive days, a financial covenant requiring the Company to
maintain a minimum consolidated fixed charge coverage ratio of
1.00x, tested on a quarterly basis. The Companys fixed charge
coverage ratio is defined as the ratio of (1)consolidated
adjusted EBITDA minus unfinanced capital expenditures, cash
taxes and cash dividends or distributions, to (2)the sum of all
funded debt payments for the four quarter period then ending
(with customary add-backs permitted to consolidated adjusted
EBITDA).

Other Covenants and Events of Default

The ABL Facility contains other affirmative and negative
covenants and events of default similar to those in the Term
Loan Facility, together with such additional terms as are
customary for a senior secured asset-based revolving credit
facility secured by the ABL Priority Collateral.

Remedies

The ABL Facility contains remedies similar to those in the Term
Loan Facility. In addition, the ABL Facility Administrative
Agent may terminate any obligations of the lenders under the
ABL Facility to make advances, and in the event of certain
bankruptcy proceedings and other insolvency events, the
obligation of each lender to make advances will automatically
terminate and any outstanding obligations under the ABL
Facility will immediately become due and payable.

A copy of the fifth amended and restated revolving credit and
security agreement governing the ABL Facility is filed with
this Current Report on Form8-K as Exhibit10.2 and is
incorporated herein by reference, and the foregoing description
of the ABL Facility is qualified in its entirety by reference
thereto.

Employment Agreements

On February27, 2017, in connection with the consummation of the
Business Combination, the Company entered into employment
agreements with each of Don R. Daseke, R. Scott Wheeler and
Angie J. Moss (the Named Executive Officers)
as described below.

The employment agreements each have an initial five-year term
(three-year term in the case of Ms.Moss) that will be
automatically extended for successive one-year periods unless
either party provides written notice of termination at least 60
days prior to the date the then-current employment term would
otherwise end. The employment agreements provide for annual
salaries of at least $550,000, $450,000, and $300,000 for
Mr.Daseke, Mr.Wheeler and Ms.Moss, respectively, and target
annual cash bonuses of at least $150,000 for Messrs.Daseke and
Wheeler and $75,000 for Ms.Moss, based upon the attainment of
certain milestones determined by the Compensation Committee
(the Compensation Committee) of the Companys
Board of Directors (the Board). Mr.Wheelers
agreement also provides for a transaction bonus of $100,000,
which became payable on the closing of the Business
Combination. The Named Executive Officers are able to
participate in the same incentive compensation and benefit
plans in which other senior executives of the Company are
eligible to participate.

If a Named Executive Officers employment is terminated by the
Company for cause or by the executive without good reason, such
executive will be entitled to receive (i)all accrued salary
through the date of termination and (ii)any post-employment
benefits due under the terms and conditions of the Companys
benefits plans. The executive will not be entitled to any
additional amounts or benefits as the result of a termination
of employment for cause or by the executive without good
reason.

During the initial three years of employment under the
employment agreements of Messrs.Daseke and Wheeler, the
executive may only be terminated by the Company for cause. If a
Named Executive Officers employment is terminated by the
Company without cause (after the three year anniversary of the
effective date of the agreement for Messrs.Daseke and Wheeler)
or by the executive for good reason (including a voluntary
resignation following notice from the Company of non-renewal),
such Named Executive Officer will be entitled to receive (i)an
amount equal to one and one-half times (one times for Ms.Moss)
his or her base salary in effect immediately prior to the date
of termination of his or her employment, (ii)an amount equal to
one and one-half times (one times for Ms.Moss) his or her
target annual bonus for the year preceding the year in which
termination occurs, (iii)accelerated vesting of (A)outstanding
unvested time-based equity which would have otherwise become
vested in the calendar year of the executives termination had
the executives employment under the employment agreement
continued through the end of such calendar year and (B)unless
otherwise provided in an applicable award agreement, the
service condition relating to outstanding unvested
performance-based equity pro-rated

proportionate to the portion of the applicable performance
period during which the executive would have been employed had
the executives employment under the employment agreement
continued through the end of the calendar year of the
executives termination (but the vesting of such
performance-based awards shall remain subject to the applicable
performance conditions) and (iv)reimbursements equal to the
difference between monthly amounts owed by the executive to
continue coverage for the executive and his or her eligible
dependents under the Companys group health plans to the
Consolidated Omnibus Reconciliation Act of 1985, as amended
(COBRA), and the contribution amount owed by
similarly situated employees for the same or similar healthcare
coverage, if the executive timely and properly elects COBRA
coverage and until the earlier of the date such executive is no
longer eligible for COBRA coverage, receives such coverage
under another employers group health plan or 18 months (12
months for Ms.Moss) following the date of termination
(COBRA Payments). Payments made to the
executive under this paragraph will be made in installments
over a period of 18 months (or 12 months for Ms.Moss), subject
to the earlier payment of certain of such installments as
provided in the employment agreements to ensure such payments
are not considered nonqualified deferred compensation under
certain provisions of the Internal Revenue Code of 1986, as
amended (the Code).

If a Named Executive Officers employment is terminated by the
Company due to the executives death or disability, the Named
Executive Officer will be entitled to receive (i)all accrued
salary through the date of termination, (ii)an amount equal to
the executives pro-rated target annual bonus, (iii)accelerated
equity award vesting (under the same terms described above for
termination without cause or for good reason), (iv)COBRA
Payments, and (v)any post-employment benefits due under the
terms and conditions of the Companys benefit plans. The Named
Executive Officer will not be entitled to any additional
amounts or benefits as the result of a termination of
employment due to death or disability.

A Named Executive Officers eligibility and entitlement, if any,
to each severance payment and any other payment and benefit
described above is subject to the execution and non-revocation
of a customary release of claims agreement by such Named
Executive Officer. Each Named Executive Officer is also subject
to general confidentiality obligations in his or her employment
agreement as well as non-compete and non-solicitation
restrictions for a period of 18 months (12 months for Ms.Moss).

Under the employment agreements, good reason generally means
(i)relocation of the geographic location of an executives
principal place of employment by more than 50 miles; (ii)a
material diminution in the executives position,
responsibilities or duties or the assignment of the executive
to a position, responsibilities or duties of a materially
lesser status or degree of responsibility than his or her
position, responsibilities or duties immediately following the
Business Combination; (iii)any material breach by the Company
of any provision of the executives employment agreement; or
(iv)non-renewal by the Company of the then-existing initial
term or renewal term of the executives employment agreement.

Under the employment agreements, cause generally means (i)the
commission by the executive of fraud, breach of fiduciary duty,
theft, or embezzlement against the Company, its subsidiaries,
affiliates or customers; (ii)the executives willful refusal
without proper legal cause to faithfully and diligently perform
his or her duties; (iii)the breach of the confidentiality,
non-competition, non-solicitation and intellectual property
provisions in the executives employment agreement or the
material breach of any other written agreement between the
executive and one or more members of affiliated entities
including the Company and its direct and indirect subsidiaries;
(iv)the executives conviction of, or plea of guilty or nolo
contendere to, a felony (or state law equivalent) or any
crime involving moral turpitude; (v)willful misconduct or gross
negligence by the executive in the performance of duties to the
Company that has or could reasonably be expected to have a
material adverse effect on the Company; or (vi)the executives
material breach and violation of the Companys written policies
pertaining to sexual harassment, discrimination or insider
trading.

Each of the employment agreements between the Named Executive
Officers and the Company contains a clawback provision that
enables the Company to recoup any amounts paid to an executive
as an annual bonus or incentive compensation under his or her
employment agreement if so required by applicable law, any
applicable securities exchange listing standards or any
clawback policy adopted by the Company. If amounts payable to a
Named Executive Officer under his or her employment agreement
or otherwise exceed the amount allowed under Section280G of the
Code for such executive (thereby subjecting the executive to an
excise tax), then such payments due to the executive officer
under the employment agreement will either (i)be reduced (but
not below zero) so that

the aggregate present value of the payments and benefits
received by the executive is $1.00 less than the amount which
would otherwise cause the executive to incur an excise tax
under Section4999 of the Code or (ii)be paid in full, whichever
produces the better net after-tax position to the executive.

Copies of Mr.Dasekes, Mr.Wheelers and Ms.Mosss employment
agreements are filed with this Current Report on Form8-K as
Exhibits 10.3, 10.4 and 10.5, respectively, and are
incorporated herein by reference, and the foregoing description
of the employment agreements are qualified in their entirety by
reference thereto.

Indemnification Agreements

In addition, the Company expects to enter into customary
indemnification agreements with each of its directors and
executive officers, effective February27, 2017. Each
indemnification agreement provides that, subject to limited
exceptions, the Company will indemnify each such director and
executive officer to the fullest extent permitted by Delaware
law for claims arising in such persons capacity as our director
and/or officer. The indemnification agreements supersede any
similar agreement previously entered into by our directors and
executive officers with Hennessy Capital. A copy of a form
indemnification agreement is filed with this Current Report on
Form8-K as Exhibit10.6 and is incorporated herein by reference,
and the foregoing description of the indemnification agreement
is qualified in its entirety by reference thereto.

Registration Rights Agreement

On the Closing Date, the Company entered into an amended and
restated registration rights agreement (the New
Registration Rights Agreement) with each of the
Companys initial stockholders, the Preferred Financing
Investors, the Backstop Commitment Investors, Don R. Daseke,
The Walden Group,Inc. (The Walden Group),
Daniel Wirkkala and the former holders of Daseke SeriesB
Convertible Preferred Stock party thereto. In this section, we
refer to each of the parties to the New Registration Rights
Agreement (other than the Company) as a Restricted
Stockholder.

Resale Shelf Registration Statement. to the New
Registration Rights Agreement, we have agreed to file, as soon
as reasonably practicable (but in any event no later than 45
days after the Closing Date, a resale shelf registration
statement on FormS-3 (the Shelf Registration
Statement), for the benefit of the Restricted
Stockholders, to register (i)the shares of the Companys common
stock issued to Daseke stockholders to the Business
Combination, (ii)the founder shares held by Hennessy Capitals
initial stockholders, (iii)15,080,756 warrants (the
Placement Warrants) issued to Hennessy Capital
Partners II LLC (the HCAC Sponsor) in the
private placement that occurred simultaneously with the
consummation of Hennessy Capitals initial public offering
(including any shares of the Companys common stock issued or
issuable upon the exercise of such Placement Warrants), (iv)the
shares of SeriesA Preferred Stock issued in the Preferred
Financing (including any shares of the Companys common stock
issued or issuable upon conversion of such preferred shares),
(v)the shares of our common stock issued to Backstop Commitment
Investors as Utilization Fee Shares (as defined in the Backstop
and Subscription Agreements), (vi)any outstanding shares of the
Companys common stock or any other equity security (including
the shares of the Companys common stock issued or issuable upon
the exercise or exchange of any other equity security) of the
Company held by a Restricted Stockholder as of the Closing
Date, and (vii)any other equity security of the Company issued
or issuable with respect to any such share of the Companys
common stock by way of a stock dividend or stock split or in
connection with a combination of shares, distribution,
recapitalization, merger, consolidation, reorganization or
other similar event. In addition, the Company intends to
register the shares issuable upon the exercise of the warrants
issued in Hennessy Capitals initial public offering in the
Shelf Registration Statement. The Company is obligated to use
its reasonable best efforts to cause the Shelf Registration
Statement to be declared effective by United States Securities
and Exchange Commission (the SEC) as promptly
thereafter as practicable, but in any event not later than 120
days after the Closing Date if the Company receives comments to
the Shelf Registration Statement from the SEC (SEC
Comments) or 90 days after the Closing Date if the
Company does not receive SEC Comments, and to use reasonable
best efforts to maintain the Shelf Registration Statement
continuously effective under the Securities Act of 1933, as
amended (the Securities Act), subject to
certain permitted blackout periods, until the earliest to occur
of (a)36 months after the effective date of the Shelf
Registration Statement, (b)the date on which all the equity
securities covered by the Shelf Registration Statement have
been sold or distributed or (c)the date on which the equity
securities covered by the Shelf Registration Statement first
become eligible for sale to Rule144 under the Securities Act
without volume limitation or other restrictions on transfer
thereunder (such period, the Shelf Registration
Effective Period). There are no penalties associated
with delays in registering such securities under the Shelf
Registration Statement.

Certain Restricted Stockholders (consisting of our initial
stockholders, the Preferred Financing Investors, the Backstop
Commitment Investors, Don R. Daseke, The Walden Group, Joseph
Kevin Jordan, The Joy and Kevin Jordan Revocable Trust, The
Jordan Family Irrevocable Trust, Daseke Trucking Preferred, LP,
Gekabi Capital Management, LP, VCA Daseke LP and Daniel
Wirkkala) (each such person, a Demand Right
Holder) will have the right, subject to certain
conditions, to demand an underwritten offering of their equity
securities. The Company is not obligated to effect more than
(i)two underwritten offerings for Don R. Daseke and The Walden
Group (taken together) or (ii)one underwritten offering for the
other Demand Right Holders (acting individually), in each case
less any demand registrations initiated by such person.

In addition, the Company is also not obligated to effect any
underwritten offering demand unless the minimum aggregate
offering price is at least $5.0 million.

Demand Rights. If (a)the Shelf Registration Statement
is not declared effective by the SEC on or prior to the date
that is 180 days after the Closing Date or (b)at any time
during the Shelf Registration Effective Period, the Shelf
Registration Statement is not available to the Restricted
Stockholders (subject to certain specified exceptions), the
Demand Right Holders will have the right, subject to certain
conditions, to require the Company by written notice to prepare
and file a registration statement registering the offer and
sale of a certain number of registrable securities (which
offering may, in certain cases, be in the form of an
underwritten offering). The Company is not obligated to effect
more than (i)two demand registrations for Don R. Daseke and The
Walden Group (taken together) or (ii)more than one demand
registration for the other Demand Right Holders (acting
individually), in each case less any underwritten shelf
offerings initiated by such person.

In addition, the Company is also not obligated to effect any
demand registration in the form of an underwritten offering
unless the minimum aggregate offering price is at least $5.0
million (if on FormS-3) or at least $25.0 million (if the
Company is not eligible to use FormS-3 or any successor form or
similar short-form registration).

Piggyback Rights. If (i)(a)the Shelf Registration
Statement is not declared effective by the SEC on or prior to
the date that is 180 days after the Closing Date or (b)at any
time during the Shelf Registration Statement Effective Period,
the Shelf Registration Statement is not available to the
Restricted Stockholders (subject to certain specified
exceptions), and (ii)the Company proposes to file a
registration statement under the Securities Act with respect to
an offering of equity securities for its own account or for the
account of stockholders of the Company (other than those public
offerings to registration statements on forms that do not
permit registration for resale by the Restricted Stockholders),
then the Restricted Stockholders will have customary piggyback
registration rights that allow them to include their
registrable securities in any such registration statement. In
addition, if the Company proposes to effect an underwritten
offering for its own account or for the account of stockholders
of the Company, then the Restricted Stockholders will have
customary piggyback rights that allow them to include their
equity securities in such underwritten offering, subject to
proportional cutbacks based on the identity of the party
initiating such offering.

Limitations; Expenses; Indemnification. These
registration rights are subject to certain customary
limitations, including the right of the underwriters to limit
the number of securities to be included in an underwritten
public offering and our right to delay or withdraw a
registration statement under certain circumstances. The Company
will generally be required to bear the registration expenses,
other than underwriting discounts and commissions and transfer
taxes, associated with any registration and sale of registrable
securities held by the Restricted Stockholders. In addition,
the Company will pay the reasonable fees and expenses of one
legal counsel selected by the majority-in-interest of the
Demand Right Holders initiating a demand registration. Under
the New Registration Rights Agreement, the Company has agreed
to indemnify the Restricted Stockholders against any losses or
damages resulting from any untrue statement or omission of a
material fact in any registration statement or prospectus to
which they sell the Companys equity securities, unless such
liability arose from their misstatement or omission, and each
of the Restricted Stockholders, severally and individually, has
agreed to indemnify the Company against any losses or damages
caused by such Restricted Stockholders misstatements or
omissions in those documents.

A copy of the New Registration Rights Agreement is filed with
this Current Report on Form8-K as Exhibit4.1 and is
incorporated herein by reference, and the foregoing description
of the New Registration Rights Agreement is qualified in its
entirety by reference thereto.

Lock-Up Agreements

At the Closing, each of the Companys directors and executive
officers and certain of its stockholders, including those that
beneficially owned at least one percent of Dasekes common stock
immediately prior to the consummation of the Business
Combination, each entered into a 180-day lock-up agreement
(each, a lock-up agreement) (except for
(i)Daseke Trucking Preferred, LP and Gekabi Capital Management,
LP, for which such lock-up period is 120 days post-Closing and
(ii)Don R. Daseke and The Walden Group, for which such lock-up
period is three years post-Closing) with us with respect to the
shares of our common stock received by such person to the
Business Combination (the lock-up shares). to
the lock-up agreements, each party agreed that for its
respective lock-up period, such party will not (a)sell, offer
to sell, contract or agree to sell, hypothecate, pledge, grant
any option to purchase or otherwise dispose of or agree to
dispose of, directly or indirectly, or establish or increase a
put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Section16 of the
Securities Exchange Act of 1934, as amended, with respect to
any lock-up shares of such party, (b)enter into any swap or
other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of any
lock-up shares of such party, in cash or otherwise, or
(c)publicly announce any intention to effect any transaction
specified in clause (a)or (b); provided, however, Don R. Daseke
and The Walden Group may transfer up to 10% of his or its
lock-up shares to charities or educational institutions to the
extent such transfer does not involve a disposition for value
and such transferee agrees to be bound by the terms and
conditions of the lock-up agreement until the 180th day after
such transferee receives such shares. Notwithstanding the
foregoing, each party may sell or otherwise transfer any
lock-up shares of such party to, among other persons, its
equity holders or other affiliates or immediate family members,
provided in each such case that the transferee thereof agrees
to be bound by the restrictions set forth in the lock-up
agreement applicable to such lock-up shares.

A copy of the form of the lock-up agreement is filed with this
Current Report on Form8-K as Exhibit4.2 and is incorporated
herein by reference, and the foregoing description of the
lock-up agreements are qualified in its entirety by reference
thereto.

Item2.01 Completion of Acquisition or
Disposition of Assets.

The disclosure set forth under Introductory Note above and in
Item 2.01 Completion of Acquisition or Disposition of Assets in
the Companys Current Report on Form8-K filed with the SEC on
February27, 2017 is incorporated in this Item 2.01 by
reference.

Prior to the Closing, Hennessy Capital was a shell company with
no operations, formed as a vehicle to effect a business
combination with one or more operating businesses. After the
Closing, the Company became a holding company whose assets
primarily consist of interests in its direct wholly-owned
subsidiary, Daseke Companies,Inc. and the direct and indirect
subsidiaries thereof. The following information is provided
about the business of the Company following the consummation of
the Business Combination, set forth below under the following
captions:

Cautionary Note Regarding Forward-Looking Statements;

Business;

Risk Factors;

Selected Historical Consolidated Financial Information of
Daseke;

Unaudited Pro Forma Condensed Combined Financial Information;

Managements Discussion and Analysis of Financial Condition and
Results of Operations and Quantitative and Qualitative
Disclosures About Market Risk;

Security Ownership of Certain Beneficial Owners and Management;

Directors and Executive Officers;

Executive Compensation;

Director Compensation;

Certain Relationships and Related Party Transactions;

Legal Proceedings;

Market Price of and Dividends on the Registrants Common Equity
and Related Stockholder Matters;

Recent Sales of Unregistered Securities;

Description of the Companys Securities;

Indemnification of Directors and Officers;

Financial Statements and Supplementary Data; and

Changes in and Disagreements with Accountants and Financial
Disclosure.

Cautionary Note Regarding Forward-Looking
Statements

We make forward-looking statements in this Current Report on
Form 8-K, including in the statements incorporated herein by
reference. These forward-looking statements relate to
expectations for future financial performance, business
strategies or expectations for our business. These
forward-looking statements are often preceded by, followed by
or include the words estimate, plan, project, forecast, intend,
expect, anticipate, believe, seek, target, will or similar
expressions. Specifically, forward-looking statements may
include statements relating to:

the benefits of the Business Combination;

the future financial performance of the Company following the
Business Combination;

changes in the market for the Companys services; and

expansion plans and opportunities, including future
acquisitions or additional business combinations.

These forward-looking statements are based on information
available as of the date of this Current Report on Form 8-K
(or, in the case of forward-looking statements incorporated
herein by reference, as of the date of the applicable filed
document), and current expectations, forecasts and assumptions,
and involve a number of judgments, risks and uncertainties.
Accordingly, forward-looking statements should not be relied
upon as representing our views as of any subsequent date, and
we do not undertake any obligation to update forward-looking
statements to reflect events or circumstances after the date
they were made, whether as a result of new information, future
events or otherwise, except as may be required under applicable
securities laws. As a result of a number of known and unknown
risks and uncertainties, our actual results or performance may
be materially different from those expressed or implied by
these forward-looking statements. Some factors that could cause
actual results to differ include:

the outcome of any legal proceedings that may be instituted
against us following consummation of the Business Combination
and the transactions contemplated thereby;

the inability to maintain the listing of the Companys common
stock and warrants on The Nasdaq Capital Market following the
Business Combination;

the risk that the Business Combination disrupts current plans
and operations as a result of the consummation of the
transactions contemplated thereby;

the ability to recognize the anticipated benefits of the
Business Combination, which may be affected by, among other
things, competition and the Companys ability to grow and manage
growth profitably;

the possibility that we may be adversely affected by other
economic, business, and/or competitive factors;

changes in applicable laws or regulations; and

other risks and uncertainties indicated in the Proxy Statement,
including those under Risk Factors on pages 63 through 99 of
Hennessy Capitals definitive proxy statement dated February 6,
2017 (the Proxy Statement).

Business

The business of the Company, including a description of its
properties, is described in the Proxy Statement in the section
entitled Information About Daseke beginning on page 229, which
is incorporated by reference herein. The business of Hennessy
Capital is described in the Proxy Statement in the Section
entitled Information About Hennessy Capital beginning on page
208, which incorporated by reference herein.

Risk Factors

The risk factors related to the Companys business, operations
and industry and ownership of our common stock are described in
the Proxy Statement in the section entitled Risk Factors on
pages 63 through 99, which descriptions are incorporated by
reference herein.

Selected Historical Consolidated Financial
Information of Daseke

The section entitled Selected Historical and Pro Forma
Consolidated Financial and Other Data of Daseke beginning on
page 51 of the Proxy Statement is incorporated by reference
herein.

Unaudited Pro Forma Condensed Combined Financial
Information

The following unaudited pro forma condensed combined financial
statements give effect to the Business Combination under the
acquisition method of accounting in accordance with Financial
Accounting Standards Board (FASB) Accounting Standard
Codification (ASC) Topic 805, Business
Combinations (ASC 805). The Business
Combination will be accounted for as a reverse merger in
accordance with accounting principles generally accepted in the
United States of America. Under this method of accounting,
Hennessy Capital will be treated as the acquired company for
financial reporting purposes. This determination was primarily
based on Daseke comprising the ongoing operations of the
combined company, Dasekes senior management comprising the
senior management of the combined company, and Daseke
stockholders having a majority of the voting power of the
combined company. For accounting purposes, Daseke will be
deemed to be the accounting acquirer in the transaction and,
consequently, the transaction will be treated as a
recapitalization of Daseke (i.e., a capital transaction
involving the issuance of stock by Hennessy Capital for the
stock of Daseke). Accordingly, the consolidated assets,
liabilities and results of operations of Daseke will become the
historical financial statements of the combined company, and
Hennessy Capitals assets, liabilities and results of operations
will be consolidated with Daseke beginning on the acquisition
date.

The historical consolidated financial information has been
adjusted in these unaudited pro forma condensed combined
financial statements to give effect to pro forma events that
are (1) directly attributable to the Business Combination and
the proposed related financing transactions, (2) factually
supportable, and (3) with respect to the statements of
operations, expected to have a continuing impact on the
post-combination company. The unaudited pro forma condensed
combined balance sheet is based on the historical unaudited
consolidated balance sheet of Daseke, and the unaudited balance
sheet of Hennessy Capital, as of September 30, 2016 and has
been prepared to reflect the Business Combination and the
proposed related financing transactions as if they occurred on
September 30, 2016. The unaudited pro forma condensed combined
statement of operations for the nine months ended September 30,
2016 combines the historical results of operations of Daseke
and Hennessy Capital for the nine months ended September 30,
2016. The unaudited pro forma condensed combined statement of
operations for the year ended December 31, 2015 combines the
pro forma results of operations of Daseke to reflect the 2015
acquisitions of Bulldog and Hornady as though they were made at
January 1, 2015 (as described in note 6 below), together with
the historical results for Hennessy Capital for the period from
April 29, 2015 (inception) to December 31, 2015, giving effect
to the Business Combination and the proposed related financing
transactions as if they occurred on January 1, 2015.

The unaudited pro forma condensed combined statement of
operations for the nine months ended September 30, 2016 was
derived from Dasekes unaudited consolidated statement of
operations for the nine months ended September 30, 2016 and
Hennessy Capitals unaudited consolidated statement of
operations for the nine months ended September 30, 2016, each
of which is included elsewhere in this Current Report on Form
8-K or in the Proxy Statement. Such unaudited interim financial
information has been prepared on a basis consistent with the
audited financial statements of Daseke and Hennessy Capital,
respectively, and should be read in conjunction with the
interim unaudited financial statements and audited financial
statements and related notes, each of which is included
elsewhere in this Current Report on Form 8-K or in the Proxy
Statement. The unaudited pro forma condensed combined statement
of operations information for the year ended December 31, 2015
was derived from Dasekes audited consolidated statement of
operations for the year ended December 31, 2015, after making
pro forma adjustments to include the operations of the acquired
Bulldog and Hornady businesses as though they were acquired on
January 1, 2015 (see note 6 below) and Hennessy Capitals
audited statement of operations for the period April 29, 2015
(inception) to December 31, 2015 included elsewhere in this
Current Report on Form 8-K or in the Proxy Statement.

On January 5, 2017, Hennessy Capital consummated a transaction
in which it received a $5 million release fee in exchange for
releasing a party from a non-circumvention agreement with
Hennessy Capital that was associated with a planned business
combination with a third party that was not consummated. In
connection with the receipt of this payment by Hennessy
Capital, Hennessy Capital paid down approximately $6.6 million
of liabilities accrued in connection with that business
combination that did not close. The payment and settlement of
these liabilities in January 2017 is not reflected in the
unaudited pro forma condensed combined balance sheet because it
is not related to the Business Combination.

These unaudited pro forma condensed combined financial
statements are for informational purposes only. They do not
purport to indicate the results that would actually have been
obtained had the Business Combination and the proposed related
financing transactions been completed on the assumed date or
for the periods presented, or which may be realized in the
future. The pro forma adjustments are based on the information
currently available and the assumptions and estimates
underlying the pro forma adjustments are described in the
accompanying notes. Actual results may differ materially from
the assumptions within the accompanying unaudited pro forma
condensed combined financial information. The combined company
will incur additional costs after the Business Combination in
order to satisfy its obligations as a fully reporting public
company. In addition, we anticipate the adoption of various
stock compensation plans or programs (including the Incentive
Plan) that are typical for employees, officers and directors of
public companies. No adjustment to the unaudited pro forma
statement of operations has been made for these items as they
are not directly related to the Business Combination and
amounts are not yet known.

The unaudited pro forma condensed combined financial
information should be read in conjunction with the accompanying
notes and the sections entitled Daseke Managements Discussion
and Analysis of Financial Condition and Results of Operations,
Hennessy Capital Managements Discussion and Analysis of
Financial Condition and Results of Operations and the
historical financial statements and notes thereto of Daseke and
Hennessy Capital, included elsewhere in this Current Report on
Form 8-K or in the Proxy Statement.

The unaudited pro forma condensed combined financial statements
have been prepared based on: (i) 11,616,990 shares of Hennessy
Capital common stock redeemed at the Closing ($116.2 million)
to Hennessy Capitals pre-Business Combination certificate of
incorporation of Hennessy Capital and (ii) $65.0 million of
Series A Preferred Stock issued in connection with Preferred
Financing at the Closing.

Unaudited Pro Forma Condensed Combined Balance Sheet As
of September30, 2016 (In thousands)

See accompanying notes to unaudited pro forma condensed
combined financial information.

Unaudited Pro Forma Condensed Combined Statement of
Operations For the Nine Months Ended September30, 2016 (In
thousands, except for per share information)

See accompanying notes to unaudited pro forma condensed
combined financial information.

Unaudited Pro Forma Condensed Combined Statement of
Operations For the Year Ended December31, 2015 (In thousands,
except for per share information)

(a) The 2015 pro forma consolidated financial statements of
Daseke reflect the acquisitions of the Bulldog and Hornady
businesses as though they were acquired as of January1, 2015.
See Note 6.

See accompanying notes to unaudited pro forma condensed
combined financial information.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION

1. Description of Transaction

to the Merger Agreement and the transactions contemplated
thereby, on February27, 2017, Hennessy Capital consummated the
acquisition of all of the outstanding capital stock of Daseke
through a merger of a wholly owned subsidiary of the Company
with and into Daseke, with Daseke surviving such merger as a
direct wholly owned subsidiary of the Company.

The aggregate merger consideration paid upon the closing of the
Business Combination (the Closing Merger
Consideration) was $266.7 million comprised of an
aggregate of 26,665,330 newly issued shares of Hennessy Capital
common stock at a value of $10.00 per share. The Closing Merger
Consideration was determined to the Merger Agreement and
equaled the sum of (i)(a)$626 million, plus (b)approximately
$1.8 million of adjusted Daseke cash, minus (c)approximately
$341.2 million of Daseke indebtedness, approximately $0.3
million of unpaid income taxes, and approximately $36.2 million
(the Main Street and Prudential Consideration)
for payment to Main Street Capital II, LP, Main Street
Mezzanine Fund, LP and Main Street Capital Corporation
(collectively, Main Street) and Prudential
Capital Partners IV, L.P., Prudential Capital Partners
(Parallel Fund) IV, L.P. and Prudential Capital Partners
Management Fund IV, L.P. (collectively,
Prudential) and approximately $4.2 million of
transaction fees and expenses, in each case estimated as of the
end of the day immediately preceding the closing date, divided
by (d)$10.00, plus (ii)the 2,079,042 shares forfeited by the
HCAC Sponsor in the Sponsor Share Forfeiture (as defined and
further discussed below). to the letter agreement, dated
December 22, 2016, among Hennessy Capital, Daseke, The Walden
Group, Main Street and Prudential regarding, among other
things, the conditional waiver of Main Streets and Prudentials
respective put rights on their shares of Daseke common stock in
exchange for aggregate consideration in an amount equal to the
Main Street and Prudential Consideration in accordance with the
terms and conditions of such agreement, Hennessy Capital
repurchased all Daseke shares held by Main Street and
Prudential immediately prior to closing for aggregate cash
consideration of approximately $36.2 million. All other Daseke
stockholders received all-stock consideration upon closing of
the Business Combination consisting of newly issued shares of
Hennessy Capital common stock (at a value of $10.00 per share)
with an aggregate value equal to the Closing Merger
Consideration.

In addition, the Merger Agreement contains an earn-out
provision to which we may potentially issue up to 15 million
additional shares of our common stock to Daseke stockholders
for the achievement of specified share price thresholds and
annualized Adjusted EBITDA (giving effect to acquisitions and
as defined in the Merger Agreement) targets for the fiscal
years ending December31, 2017, 2018 and 2019 (the
Earn-Out Consideration. The Earn-Out
Consideration is payable entirely in newly issued shares of
Hennessy Capital common stock.

In order to ensure sufficient funds (after redemptions) to
refinance certain existing Daseke indebtedness, pay transaction
fees and expenses and use for general corporate purposes, at
closing, the Company sold 650,000 shares of its SeriesA
Preferred Stock in a private placement for an aggregate
purchase price of $65.0 million (referred to herein as the
Preferred Financing) and consummated a $350.0 million debt
financing (the Debt Financing), consisting of
a $250.0 million senior secured term loan that was fully drawn
at closing and a $100.0 million delayed drawn term loan that
may be drawn within a 12-month period from closing of the
Business Combination. At closing, the Company also refinanced
its existing revolving credit facility with the ABL Facility.

In addition, Hennessy Capital received commitments from
investors in the Backstop Commitment to purchase up to $35.0
million in shares of Company common stock (as and to the extent
requested by Hennessy Capital) to help ensure that the Company
received sufficient funds from our trust account after
redemptions to (among other things) fund the payment of the
Main Street and Prudential Consideration. On February24, 2017,
Hennessy Capital exercised the Backstop Commitment in full, and
the Backstop Commitment investors purchased an aggregate of
$35.0 million in shares of Hennessy Capital common stock
through open market or privately negotiated transactions with
third parties at a purchase price of up to $10.00 per share.

In order to facilitate the Business Combination, HCAC Sponsor
forfeited more than half of its founder shares (resulting in
1,848,043 remaining founder shares held by HCAC Sponsor) for
the benefit of Daseke stockholders and, to a lesser extent, for
the benefit of investors in the Backstop Commitment and in
connection with the payment of certain deferred underwriting
discounts and fees to the underwriters (the
Underwriters) of Hennessy Capitals July2015
initial public offering (the IPO). Prior to
the closing of the Business Combination, HCAC Sponsor forfeited
to the Company 2,079,042 founder shares, and the Company issued
an equivalent number of newly issued shares of Hennessy Capital
common stock to Daseke stockholders as part of the Closing
Merger Consideration (which Sponsor forfeiture and new issuance
to Daseke stockholders is referred to collectively herein as
the Sponsor Share Forfeiture). In addition,
prior to closing, HCAC Sponsor forfeited 391,892 founder shares
in connection with

the Backstop Commitment and an additional 231,000 founder
shares in connection with the payment of deferred underwriting
discounts and fees to the Underwriters. At closing, in addition
to the shares issued to Daseke stockholders as part of the
Closing Merger Consideration, the Company also issued 419,669
newly issued shares of Company common stock (including 27,777
shares issued in consideration for the reduction of certain
financial advisory fees) in the aggregate to the Backstop
Commitment investors (such shares are referred to in the
Backstop and Subscription Agreements and the Proxy Statement as
Utilization Fee Shares).

Following the consummation of the Business Combination on
February27, 2017, there were 37,715,960 shares of Company
common stock issued and outstanding, including 26,665,330
shares issued to former Daseke stockholders to the Merger
Agreement and 8,342,918 public shares (issued in the IPO) of
Company common stock remaining outstanding following
redemptions.

The following pro forma information has been prepared based on:
(i)11,616,990 shares of Hennessy Capital common stock redeemed
at closing (for a total cash payment of $116.2 million) to the
terms of Hennessy Capitals pre-Business Combination certificate
of incorporation; (ii)26,665,330 shares of Company common stock
issued to former Daseke stockholders to the Merger Agreement;
(iii)419,669 shares of Company common stock issued to the
Backstop Commitment investors; (iv)650,000 shares of 7.625%
SeriesA Convertible Preferred Stock of the Company issued in
connection with the Preferred Financing for aggregate proceeds
of $65.0 million; (v)the cash payment of Company and Hennessy
Capital transaction fees and expenses including approximately
$36.2 million of Main Street and Prudential Consideration and
(vi)the payment of approximately $296.4 million of existing
Daseke indebtedness (including approximately $1.8 million of
interest and penalties) from, among other sources, the net
proceeds of the Closing Date Term Loan.

2. Basis of Presentation

The Business Combination will be accounted for as a reverse
merger in accordance with accounting principles generally
accepted in the United States of America. Under this method of
accounting, Hennessy Capital will be treated as the acquired
company for financial reporting purposes. This determination
was primarily based on Daseke comprising the ongoing operations
of the combined company, Dasekes senior management comprising
the senior management of the combined company and Daseke
stockholders having a majority of the voting power of the
combined company. For accounting purposes, Daseke will be
deemed to be the accounting acquirer in the transaction and,
consequently, the transaction will be treated as a
recapitalization of Daseke (i.e., a capital transaction
involving the issuance of stock by Hennessy Capital for the
stock of Daseke). Accordingly, the consolidated assets,
liabilities and results of operations of Daseke will become the
historical financial statements of the combined company, and
Hennessy Capitals assets, liabilities and results of operations
will be consolidated with Daseke beginning on the Closing Date.

The unaudited pro forma condensed combined balance sheet as of
September30, 2016 was derived from Dasekes unaudited
consolidated balance sheet, and Hennessy Capitals unaudited
balance sheet, each as of September30, 2016. The unaudited pro
forma condensed combined balance sheet as of September30, 2016
assumes that the Business Combination and the related proposed
financing transactions were completed on September30, 2016.

The unaudited pro forma condensed combined statement of
operations information for the nine months ended September30,
2016 was derived from Dasekes unaudited consolidated statement
of operations and Hennessys unaudited statements of operations
for the nine months ended September30, 2016. The unaudited pro
forma condensed combined statement of operations information
for the year ended December31, 2015 was derived from Dasekes
audited consolidated statement of operations for the year ended
December31, 2015, after making pro forma adjustments to include
the operations of the acquired Bulldog and Hornady businesses
as though they were acquired on January1, 2015 (see note 6
below) and Hennessy Capitals audited statement of operations
for the period from April29, 2015 (inception) to December31,
2015 and gives pro forma effect to the Business Combination and
the related proposed financing transactions as if they had
occurred on January1, 2015.

3. Unaudited Pro Forma Condensed Combined Balance Sheet
Adjustments

The pro forma adjustments to the unaudited combined pro forma
balance sheet consist of the following:

(a) Reflects cash funding and debt repayment as follows: (i)the
transfer of $199.6 million from Hennessy

Capitals trust account, (ii)the transfer of $77 thousand from
Hennessy Capitals trust account for the payment of taxes and
working capital, (iii)the proceeds from the new $250.0 million
term loan facility, net of approximately $13.4 million of
financing costs including original issue discount of
approximately $3.5 million and placement fees and expenses of
approximately $9.9 million, and reflecting approximately $2.5
million as current portion of long-term debt, (iv)the repayment
of approximately $315.6 million of the existing $360.6 million
of debt together with the write off of deferred financing costs
of $4.4 million. Excluded from the repayment is approximately
$45.0 million of equipment financing and real estate debt that
remains outstanding.

With normal amortization of debt during the period from the
date of the September30, 2016 pro forma balance sheet to the
closing of the Business Combination, the actual repayment of
debt decreased to approximately $294.6 million (excluding
approximately $1.8 million of interest and penalties) resulting
in less utilization of cash on Closing (resulting in cash of
approximately $35 million after closing).

(b) Represents 11,616,990 common shares ($116.2 million)
redeemed on the closing date.

(c) Reflects the payment of purchase price as follows: $266.7
million in fair value of approximately 26,665,000 shares of
common stock valued at $10.00 per share and, payment of
approximately $36.2 million for the payment of the Main Street
and Prudential Consideration.

The Merger Agreement contains an earn-out provision to which
the Company may issue up to 15 million additional shares of its
common stock to Daseke stockholders for the achievement of
specified share price thresholds and annualized Adjusted EBITDA
(giving effect to acquisitions and as defined in the Merger
Agreement) targets for the fiscal years ending December31,
2017, 2018 and 2019. The earn-out shares are to be issued
contingent on future performance of the post combination
company and, therefore, have not been recorded in the unaudited
pro forma condensed combined financial statements.

(d) Reflects other transaction effects including: (i)the
payment of transaction costs associated with the Business
Combination which are estimated to be approximately $36.4
million in total for both parties, including approximately
$13.4 million of financing costs associated with the Debt
Financing (including approximately $3.5 million of original
issue discount on the Debt Financing) and approximately $6.5
million of deferred underwriting discounts and fees from the
IPO (IPO fees) which were due upon
consummation of the Business Combination, less the waiver of
approximately $0.65 million of IPO fees and (ii)the elimination
of 18,212,751 shares of common stock subject to possible
redemption. This adjustment reflects the elimination of
Hennessy Capitals retained earnings and Dasekes par value of
common and preferred stock upon consummation of the Business
Combination.

(e) Represents the issuance of 650,000 shares of SeriesA
Preferred Stock at a per share purchase price of $100, for
gross proceeds in the amount of $65.0 million. Each share of
SeriesA Preferred Stock will be convertible into shares of
common stock at a conversion price of $11.50. The unaudited pro
forma combined balance sheet does not assume conversion of the
SeriesA Preferred Stock. If the SeriesA Preferred Stock were to
be converted into shares of common stock, the impact on the
unaudited pro forma condensed unaudited balance sheet as of
September30, 2016 would be as follows:

4. Notes and Adjustments to Unaudited Pro Forma Condensed
Combined Statements of Operations

The pro forma adjustments to the unaudited condensed combined
pro forma statements of operations consist of the following:

(a) Elimination of Hennessy Capitals costs to locate a
potential acquisition target, and costs of the Business
Combination incurred by Hennessy Capital.

(b) Elimination of interest income on the Hennessy Capital
trust assets.

(c) Addition of incremental interest expense on the Debt
Financing, entered into in connection with the Business
Combination calling for an aggregate commitment of up to $350.0
million, $250 million of which was drawn on at Closing and the
remainder, $100 million, is a delayed draw down term loan, as
well as a $70.0 million asset-based revolving credit facility.
The interest rate on the Debt Financing is LIBOR (with a floor
of 1%) plus 5.5% and was approximately 6.5% at Closing.
Therefore, the condensed combined pro forma statement of
operations contains an adjustment for approximately $18.2
million annually (approximately $13.5 million for nine months),
representing approximately $16.3 million of annual interest
(approximately $12.3 million for nine months) at 6.5% on the
pro forma outstanding debt of approximately $250.0 million plus
approximately $1.9 million of annual amortization
(approximately $1.2 million for nine months) of approximately
$13.4 million of original issue discount on, and financing
costs of, the Debt Financing assuming the debt was outstanding
at January1, 2015. Each 0.125% change in the interest rate
would generate an approximately $313 thousand change in
interest expense.

In addition, the condensed combined pro forma statement of
operations also contains an adjustment for approximately $19.6
million and approximately $16.4 million, respectively, for the
year ended December31, 2015 and the nine months ended
September30, 2016, to eliminate interest expense on the portion
of the existing Daseke debt of $311.2 million (which excludes
approximately $45 million of equipment and real estate debt
that was not repaid at the Closing.

Further, the condensed combined pro forma statement of
operations contains an adjustment for the related effect on
income tax expense (approximately $0.9 million and $0.5
million, respectively, for the nine months ended September30,
2016 and the year ended December31, 2015) applied to the
incremental change in interest expense using a tax rate of
approximately 35%.

(d) Reflects elimination of dividends paid on Daseke preferred
stock which was converted to common stock on a one-for-one
basis immediately prior to closing of the Business Combination.

5. Earnings per Share

The pro forma adjustments to the unaudited combined pro forma
statement of operations earnings per share consist of the
following.

(a) The unaudited pro forma condensed combined basic and
diluted earnings per share calculations are based on the
historical Hennessy Capital weighted average number of shares
outstanding of 6,371,000 and 5,652,000, respectively, for the
nine months ended September30, 2016 and for the period from
April29, 2015 (inception) to December31, 2015, adjusted by:
(a)18,578,885 and 19,297,885 shares, respectively, to increase
the weighted average share amount to 24,949,885 at both
September30, 2016 and December31, 2015, representing the total
number of shares outstanding as of those dates inclusive of the
shares that are no longer subject to possible redemption as a
result of the Business Combination, (b)26,665,330 shares issued
upon Closing (including 2,079,042 shares issued in respect of
the Sponsor Share Forfeiture), (c)11,616,990 shares redeemed by
public stockholders upon closing of the Business Combination
(d)419,669 common shares issued

to the Backstop Commitment investors (including 27,777 shares
issued in consideration for the reduction of certain financial
advisory fees) and (e)2,701,934 founder shares forfeited to the
Company by HCAC Sponsor, including 2,079,042 founder shares in
respect of the Sponsor Share Forfeiture (for the benefit of the
Daseke stockholders), 391,892 founder shares in connection with
the Backstop Commitment (for the benefit of the Backstop
Commitment investors) and 231,000 founder shares in connection
with the payment of certain deferred underwriting discounts and
fees to the IPO Underwriters, as follows (share amounts rounded
to nearest thousand):

There are currently 35,040,664 warrants outstanding to purchase
up to a total of 17,520,332 shares. Additionally, the 650,000
shares of 7.65% SeriesA Convertible Preferred Stock issued at
the Closing are currently convertible into 5,652,174 shares of
common stock. Because the warrants are exercisable and the
shares of 7.65% SeriesA Convertible Preferred Stock are
convertible at per share amounts exceeding the current market
price of our common stock and the approximate per share
redemption price of $10.00, the warrants and SeriesA
Convertible Preferred Stock are considered antidilutive and any
shares that would be issued upon exercise of the warrants or
conversion of the shares of 7.65% SeriesA Convertible Preferred
Stock are not included in earnings per share.

6. Daseke 2015 Acquired Businesses and Related Unaudited Pro
Forma Information for 2015

Daseke has grown through acquisitions throughout its history in
order to add resources and services in geographic areas,
customers and markets. The fair values of the SeriesB
Convertible Preferred Stock issued as consideration for the
acquisitions were derived from the sales of SeriesB Convertible
Preferred Stock at or near the respective dates of such
acquisitions, the majority of which were purchased by investors
that were unrelated to Daseke at the time of the purchase.
During 2015, Daseke acquired two significant businesses that
are discussed below.

Hornady acquisition As of August1, 2015, Daseke acquired
(the Hornady Acquisition) Hornady Truck
Lines,Inc. and its subsidiary Hornady Transportation, LLC and
B.C. Hornadyand Associates,Inc. (collectively,
Hornady). Total consideration paid was
$25,400,000 consisting of the issuance of 3,600 shares of
SeriesB Convertible Preferred Stock valued at $5.4 million and
cash of $20.0 million.

The following is a summary of the allocation of the purchase
price paid to the fair values of the net assets:

The assets acquired and liabilities assumed were recorded at
fair value as of the acquisition date. The acquisition was a
stock purchase, therefore the values assigned to the intangible
assets and goodwill are not deductible for tax purposes.
Approximately $222,000 of transaction expenses were incurred in
the acquisition, which are not deductible for tax purposes.

Bulldog acquisition As of July1, 2015, Daseke acquired
(the Bulldog Acquisition) Bulldog Hiway
Express (Bulldog). Total consideration paid
was $28,100,000 consisting of the issuance of 5,400 shares of
SeriesB Convertible Preferred Stock valued at $8.1 million,
subordinated notes of $2.0 million, and cash of $18.0 million.

The following is a summary of the allocation of the purchase
price paid to the fair values of the net assets:

The assets acquired and liabilities assumed were recorded at
fair value as of the acquisition date. The acquisition was a
stock purchase, therefore the values assigned to the intangible
assets and goodwill are not deductible for tax purposes.
Approximately $385,000 of transaction expenses were incurred in
the acquisition, which are not deductible for tax purposes.

2015 Unaudited Pro Forma Financial Information for
Businesses Acquired by Daseke in 2015 The following
unaudited pro forma consolidated financial statement gives
effect to the acquisition of Bulldog and Hornady under the
acquisition method of accounting in accordance with ASC
805. The Business Combination has been accounted for
as an acquisition of Hornady and of Bulldog by Daseke (the
accounting acquirer) since, immediately following completion of
the transaction, the Daseke stockholders immediately prior to
the Business Combination control Bulldog and Hornady.

The Bulldog and Hornady acquisitions have been included in the
consolidated balance sheets and consolidated statements of
operations of Daseke since their dates of acquisition. Since
the Bulldog and Hornady acquisitions meet the threshold for
reporting of significant acquired businesses, the following
consolidated pro forma information is presented in order to
give pro forma effect to the acquisition of Bulldog and Hornady
as if they had occurred on January1, 2015. The unaudited pro
forma consolidated statement of operations information for the
year ended December31, 2015 was derived from Dasekes audited
consolidated statement of operations for the year ended
December31, 2015 and, in order to reflect the full year
operations of the acquired Bulldog and Hornady businesses,
Hornadys unaudited consolidated and combined statement of
operations for the six months ended June30, 2015 and Bulldogs
unaudited statement of operations and comprehensive income for
the six months ended June30, 2015, all as included elsewhere in
this Current Report on Form8-K or in the Proxy Statement.

Daseke and Subsidiaries Unaudited Pro Forma
Consolidated Statement of Operations For the Year Ended
December31, 2015 (Dollars in thousands)

Notes to 2015 Unaudited Pro Forma Consolidated Statements of
Operations The following adjustments were made to the
unaudited pro forma consolidated statement of operations:

Bulldogs acquisition pro forma entries include:

(i) a reduction of $1.4 million related to Bulldogs pension
benefit obligation, which has been indemnified by the sellers
of Bulldog to the Bulldog Acquisition purchase agreement,

(ii) $0.3 million of additional depreciation and amortization
expense due to the step-up in basis of fixed assets that would
have been recorded had the Bulldog Acquisition occurred on
January1, 2015,

(iii) $0.1 million of interest expense on a $2.0 million
subordinated promissory note, which was incurred to fund a
portion of the Bulldog Acquisition, that would have been
recorded had the Bulldog Acquisition occurred on January1,
2015,

(iv) $0.4 million increase in income tax expense to reflect the
impact of adjustments (i), (ii)and (iii)above on income tax
expense using a tax rate of 45%,

(v) an increase of $61,000 to dividends to preferred
stockholders to reflect the dividends that would have been paid
on the 5,400 shares of Dasekes SeriesB Preferred Stock that
were issued in connection with the Bulldog Acquisition, had
such shares been issued on January1, 2015, and

(xi) a reduction in other operating expenses to eliminate
approximately $385,000 of costs of the acquisition.

Hornadys acquisition pro forma entries include:

(vi) $0.2 million of additional depreciation and amortization
expense due to the step-up in basis of fixed assets that would
have been recorded had the Hornady Acquisition occurred on
January1, 2015,

(vii) $0.2 million of loss on disposal of revenue equipment due
to the step-up in basis of fixed assets that would have been
recorded had the Hornady Acquisition occurred on January1,
2015,

(viii) a $0.7 million increase to income tax expense to reflect
the impact of adjustments (a)and (b)above on income tax expense
using a tax rate of 45%,

(ix) an increase of $41,000 to dividends to preferred
stockholders to reflect the dividends that would have been paid
on the 3,600 shares of Dasekes SeriesB Preferred Stock that
were issued in connection with the Hornady Acquisition, had
such shares been issued on January1, 2015, and

(x) a reduction in other operating expenses to eliminate
approximately $222,000 of costs of the acquisition.

Managements Discussion and Analysis of Financial
Condition and Results of Operations and Quantitative and
Qualitative Disclosures About Market Risk

The section entitled Daseke Managements Discussion and Analysis
of Financial Condition and Results of Operations beginning on
page 254 is incorporated by reference herein.

Security Ownership of Certain Beneficial Owners and
Management

The following table sets forth information known to the Company
regarding beneficial ownership of shares of common stock of the
Company upon consummation of the Business Combination on
February 27, 2017 by:

each person who is known by the Company to be the beneficial
owner of more than 5% of the outstanding shares of the Companys
common stock;

each of the Companys directors and executive officers; and

all executive officers and directors of the Company as a group.

Beneficial ownership is determined according to the rules of
the SEC, which generally provide that a person has beneficial
ownership of a security if he, she or it possesses sole or
shared voting or investment power over that security, including
options and warrants that are currently exercisable or
exercisable within 60 days.

Beneficial ownership of common stock of the Company is based on
37,715,960 shares of common stock of the Company issued and
outstanding upon consummation of the Business Combination. The
expected beneficial ownership percentages set forth in the
table below with respect to the Company following the
consummation of the Business Combination on February 27, 2017
do not give effect to the conversion to Company common stock of
any of the 650,000 shares of Company Series A Preferred Stock
issued to the Preferred Financing Investors upon Closing.

Unless otherwise indicated, we believe that all persons named
in the table below have sole voting and investment power with
respect to all shares of common stock beneficially owned by
them.

* Indicates percentage of less than one percent.

(1) Unless otherwise noted, the business address of each of the
following entities or individuals is 15455 Dallas Parkway,
Suite 440, Addison, Texas 75001.

(2) Don R. Daseke is the majority stockholder and President of
The Walden Group. As such, Mr. Daseke may be deemed to share
voting and dispositive power over the 13,757,629 shares
directly held by The Walden Group and therefore may also be
deemed to be the beneficial owner of the 13,757,629 shares held
by The Walden Group. Mr. Daseke may also be deemed to be the
beneficial owner of the 28,841 shares held directly by his
spouse. Mr. Daseke disclaims beneficial ownership of such
shares in excess of his pecuniary interest in the shares. Mr.
Daseke also directly holds 1,308,795 shares of our common
stock.

(3) Includes 385,457 shares owned by The Joy and Kevin Jordan
Revocable Trust (the Jordan Revocable Trust) and 1,017,359
shares of our common stock owned by the Jordan Family
Irrevocable Trust (the Jordan Irrevocable Trust and, together
with the Jordan Revocable Trust, the Jordan Trusts). Mr. Jordan
is the trustee of the Jordan Trusts and has voting and
dispositive power over the shares of our common stock held by
the Jordan Trusts. As a result, Mr. Jordan may be deemed to be
the beneficial owner of the shares held by the Jordan Trusts.
Mr. Jordan disclaims beneficial ownership of such shares in
excess of his pecuniary interest in the shares.

(4) These shares represent the shares held by HCAC Sponsor.
Daniel J. Hennessy, the Vice Chairman of the Board, is the sole
managing member of Hennessy Capital LLC, the sole managing
member of HCAC Sponsor. Consequently, Mr. Hennessy may be
deemed the beneficial owner of the shares held by HCAC Sponsor
and has sole voting and dispositive control over such
securities. Mr. Hennessy disclaims beneficial ownership over
any securities owned by HCAC Sponsor in which he does not have
any pecuniary interest.

(5) Mr. Charlton may also be deemed the beneficial owner of
certain of the shares held by HCAC Sponsor by virtue of his
ownership of membership interests in HCAC Sponsor, but he
disclaims beneficial ownership of such shares except to the
extent of a pecuniary interest therein.

(6) These shares are owned of record by Gafford Investments,
Ltd. Mr. Gafford is the general partner of Gafford Investments,
Ltd. As such, Mr. Gafford may be deemed to share voting and
dispositive power over the shares directly held by Gafford
Investments, Ltd. and therefore may be deemed to be the
beneficial owner of the shares held by Gafford Investments,
Ltd. Mr. Gafford disclaims beneficial ownership of such shares
in excess of his pecuniary interest in the shares.

(7) These shares are owned of record by Lenox Hill Capital,
LLC, a limited liability company of which Mr. Shepko is a
member. Mr. Shepko disclaims beneficial ownership of such in
excess of his pecuniary interest therein.

Directors and Executive Officers

Information with respect to the Companys directors and
executive officers, including biographical information, is set
forth in the Proxy Statement in the section entitled Management
After the Business Combination beginning on page 285 and in the
other sections of the Proxy Statement cross-referenced therein,
all of which information is incorporated herein by reference.

At a special meeting of Hennessy Capital stockholders conducted
on February 27, 2017 (the Special Meeting),
Messrs. Hennessy, Daseke and Sinclair were each elected as
directors with terms commencing upon consummation of the
Closing and expiring at the time of our third annual meeting
following the Business Combination (expected to be held during
the second calendar quarter of 2019). Also on February 27,
2017, (i) effective immediately upon consummation of the
Closing, (a) the size of the Board was increased to eight
members, (b) the Board appointed Messrs. Charlton and Wheeler
to serve as directors with terms expiring at the time of our
second annual meeting following the Business Combination
(expected to be held during the second calendar quarter of
2018), and (c) the Board appointed Messrs. Bonner and Gafford
to serve as directors with terms expiring at the time of our
first annual meeting following the Business Combination
(expected to be held during the second calendar quarter of
2017) and (ii) effective on February 28, 2017, the Board also
appointed Mr. Shepko to serve as a director with a term
expiring at the time of our first annual meeting following the
Business Combination (expected to be held during the second
calendar quarter of 2017).

The Board has determined that Messrs. Hennessy, Bonner,
Charlton, Gafford, Shepko and Sinclair are independent within
the meaning of Nasdaq Rule 5605(a)(2) and, to the extent
applicable, that they qualify as independent directors
according to the rules and regulations of the SEC with respect
to audit committee membership.

On February 27, 2017, (i) Mr. Daseke was elected to serve as
Chairman of the Board; (ii) Mr. Hennessy was elected to serve
as Vice Chairman of the Board; (iii) Messrs. Bonner, Shepko and
Sinclair were appointed by the Board to serve on the Boards
Audit Committee, with Mr. Sinclair as Chairman; (iv) Messrs.
Charlton, Gafford and Hennessy were appointed by the Board to
serve on the Boards Compensation Committee, with Mr. Charlton
as Chairman; and (v) Messrs. Bonner, Gafford and Hennessy were
appointed by the Board to serve on the Boards Corporate
Governance and Nominating Committee, with Mr. Hennessy as
Chairman, in each case effective immediately upon consummation
of the Closing, except Mr. Shepkos appointment was effective
February 28, 2017. Information with respect to the Audit
Committee, the Compensation Committee and the Corporate
Governance and Nominating Committee is set forth in the Proxy
Statement in the section entitled Management after the Business
Combination beginning on page 285 and in the other sections of
the Proxy Statement cross-referenced therein, all of which
information is incorporated herein by reference.

Promptly after the Closing, and effective immediately upon
consummation of the Business Combination, Mr. Daseke was
appointed to serve as the Companys Chief Executive Officer and
President, Mr. Wheeler was appointed to serve as the Companys
Executive Vice President and Chief Financial Officer and Ms.
Moss was appointed to serve as the Companys Vice President,
Chief Accounting Officer, Corporate Controller and Assistant
Secretary. Biographical information for each of Messrs. Daseke
and Wheeler and Ms. Moss, the new executive officers of the
Company, is set forth in the Proxy Statement in the section
entitled Information About DasekeExecutive Officers beginning
on page 248, which is incorporated herein by reference.

In connection with the Closing, and effective immediately upon
consummation of the Business Combination, Bradley Bell, Richard
Burns, Peter Shea and Thomas J. Sullivan each resigned from
their positions as directors of the Company and Daniel J.
Hennessy, Kevin M. Charlton and Nicholas A. Petruska each
resigned from their positions as officers of the Company.

Executive Compensation

The compensation of Hennessy Capitals executive officers before
the Business Compensation is described in the Proxy Statement
in the section entitled Information About Hennessy
CapitalExecutive Compensation beginning on page 217, which is
incorporated herein by reference. The compensation of Dasekes
named executive officers before the Business Combination is
described in the Proxy Statement in the section entitled
Executive and Director Compensation of Daseke beginning on page
250, which is incorporated herein by reference. Also, the
disclosure set forth under Item 1.01. Entry Into a Material
Definitive AgreementEmployment Agreements above is incorporated
herein by reference.

On February 27, 2017, the stockholders of Hennessy Capital
approved the Daseke, Inc. 2017 Omnibus Incentive Plan (the
Incentive Plan). The description of the
Incentive Plan set forth in the section of the Proxy Statement
entitled Incentive Plan Proposal beginning on page 197 is
incorporated herein by reference. A copy of the full text of
the Incentive Plan is filed with this Current Report on Form
8-K as Exhibit 10.13 and is incorporated herein by reference,
and the foregoing description of the Incentive Plan is
qualified in its entirety by reference thereto.

Director Compensation

The compensation of Dasekes directors before the Business
Combination is described in the Proxy Statement in the section
entitled Executive and Director Compensation of Daseke
beginning on page 250, which is incorporated herein by
reference

The compensation to be paid to the Companys non-employee
directors subsequent to the Business Combination is described
in the Proxy Statement in the section entitled Management After
the Business CombinationDirector Compensation beginning on page
288, which is incorporated herein by reference.

Certain Relationships and Related Party
Transactions

A description of certain relationships and related party
transactions is included in the Proxy Statement in the section
entitled Certain Relationships and Related Party Transactions
beginning on page 307, which is incorporated herein by
reference.

The information set forth under the headings Employment
Agreements and Indemnification Agreements under Item 1.01.
Entry into a Material Definitive Agreement above in this
Current Report on Form 8-K is incorporated herein by reference.

Legal Proceedings

The Company is involved in litigation and claims primarily
arising in the normal course of business, which include claims
for personal injury or property damage incurred in the
transportation of freight. The Companys insurance program for
liability, physical damage and cargo damage involves
self-insurance with varying risk retention levels. Claims in
excess of these risk retention levels are covered by insurance
in amounts that management considers to be adequate. Based on
its knowledge of the facts and, in certain cases, advice of
outside counsel, the Company believes the resolution of claims
and pending litigation, will not have a material adverse effect
on it, taking into account existing reserves.

Market Price of and Dividends on the Registrants
Common Equity and Related Stockholder Matters

Information about the market price, number of stockholders and
dividends for the Companys securities is set forth in the Proxy
Statement in the section entitled Price Range of Securities and
Dividends beginning on page 315, which is incorporated herein
by reference. On February 27, 2017, the closing sale price of
our common stock and warrants was $10.22 per share and $1.15
per warrant, respectively. During the period from February 4,
2017 through February 27, 2017, the high and low sales prices
for our common stock were $10.40 and $9.97, respectively, and
the high and low sales prices for our warrants were $1.20 and
$0.82, respectively.

The Company believes there were 15 (or 99, giving effect to the
issuance of the Companys common stock to Dasekes pre-Business
Combination stockholders, which will occur upon such
stockholders delivery of requisite documents to the Companys
exchange agent) record holders of shares of common stock and
two record holders of warrants immediately after the Business
Combination on February 27, 2017.

In connection with the closing of the Business Combination, the
Companys common stock trading symbol was changed to DSKE and
its warrant trading symbol was changed to DSKEW on The Nasdaq
Capital Market.

Recent Sales of Unregistered
Securities

Information about unregistered sales of Hennessy Capitals
equity securities is set forth in Part II, Item 15. Recent
Sales of Unregistered Securities of Amendment No. 1 to Hennessy
Capitals Registration Statement on Form S-1 (File No.
333-205152) filed with the SEC on July 14, 2015 and in Item
3.02 of Hennessy Capitals Current Report on Form 8-K filed on
July 28, 2015. Information about the Companys unregistered
sales of securities is set forth in Item 3.02 of the Companys
Current Report on Form 8-K filed on February 27, 2017. All such
information is incorporated herein by reference.

Description of the Companys
Securities

A description of the Companys common stock and warrants is
included in the Proxy Statement in the sections entitled
Description of SecuritiesAuthorized and Outstanding Stock
beginning on page 291 and Description of SecuritiesWarrants
beginning on page 296, which descriptions are incorporated
herein by reference. A description of the Companys Series A
Preferred Stock is included in the Proxy Statement in the
section entitled The Business Combination ProposalSeries A
Convertible Preferred Stock Certificate of Designations
beginning on page 140, which description is incorporated herein
by reference.

The Company has authorized 260 million shares of capital stock,
consisting of 250 million shares of common stock, $0.0001 par
value per share, and 10 million shares of preferred stock,
$0.0001 par value per share.

Upon consummation of the Business Combination and the
transactions related thereto, there were 37,715,960 shares of
the Companys common stock issued and outstanding, 650,000
shares of Series A Preferred Stock outstanding and 35,040,664
warrants to purchase 17,520,332 shares of the Companys common
stock outstanding.

The Company believes there were 15 (or 99, giving effect to the
issuance of the Companys common stock to Dasekes pre-Business
Combination stockholders, which will occur upon such
stockholders delivery of requisite documents to the Companys
exchange agent) record holders of shares of common stock and
two record holders of warrants immediately after the Business
Combination on February 27, 2017.

Indemnification of Directors and
Officers

Information about the indemnification of the Companys directors
and officers is set forth in the Proxy Statement in the section
entitled The Business Combination ProposalIndemnification of
Directors and Officers; Directors and Officers Insurance
beginning on page 133 and in Amendment No. 1 to Hennessy
Capitals Registration Statement on Form S-1 (File No.
333-205152) filed with the SEC on July 14, 2015, in the section
entitled Limitation on Liability and Indemnification of
Officers and Directors, beginning on page 104, and in Item 14
of Part II thereof, all of which information is incorporated
herein by reference.

See also Item 1.01 Entry Into a Material Agreement
Indemnification Agreements of this Current Report on Form 8-K,
which is incorporated herein by reference.

Financial Statements and Supplementary
Data

The historical financial statements (and accompanying notes) of
Daseke included in the Proxy Statement on page F-31 through
F-127 are incorporated herein by reference.

Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure

The information set forth under Item 4.01. Changes in
Registrants Certifying Accountant of this Current Report on
Form 8-K is incorporated herein by reference.

Item 2.03. Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.

As of February 27, 2017, approximately $250.0 million was drawn
under the Term Loan Facility, and there were no outstanding
borrowings under the ABL Facility. The information regarding
the Companys Term Loan Facility and ABL Facility is set forth
under Item 1.01. Entry Into a Material Definitive Agreement of
this Current Report on Form 8-K is incorporated herein by
reference.

In addition, as a result of the Business Combination, the
Company became obligated with respect to debt of Daseke
Companies, Inc. and its subsidiaries that remained outstanding
after the consummation of the Business Combination, which
totaled approximately $45 million at such time. Such debt
consists of a bank mortgage loan with a balance of $2.7 million
as of September 30, 2016, which was incurred to finance the
construction of the headquarters and terminal in Redmond,
Oregon, and various equipment term loans and capital leases.
The bank mortgage loan is described in the Proxy Statement in
the section entitled Daseke Managements Discussion and Analysis
of Financial Condition and Results of OperationsMaterial
DebtMortgages on page 279, and the equipment term loans and
capital leases are described in the Proxy Statement in the
section entitled Daseke Managements Discussion and Analysis of
Financial Condition and Results of OperationsMaterial
DebtEquipment Term Loans and Capital Leases on page 279, which
descriptions are incorporated by reference herein.

Item 3.03 Material Modification to
Rights of Security Holders.

The information set forth under Item 5.03. Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year in
this Current Report on Form 8-K is incorporated in this Item
3.03 by reference.

Item 4.01. Changes in Registrants
Certifying Accountant.

(a) Previous independent registered public accounting firm:

On February 27, 2017, the Boards Audit Committee confirmed,
recommended and approved the dismissal of WithumSmith Brown, PC
(Withum) as the Companys independent
registered public accounting firm. For the fiscal years ended
December 31, 2015 and 2016, Withums audit report on Hennessy
Capitals financial statements did not contain an adverse
opinion or disclaimer of opinion, nor was it qualified as to
audit scope or accounting principles except as follows: such
audit report contained an explanatory paragraph in which Withum
expressed substantial doubt as to Hennessy Capitals ability to
continue as a going concern if Hennessy Capital does not
complete a business combination by July 28, 2017. During the
fiscal years ended December 31, 2015 and 2016 and the
subsequent period through the date of Withums dismissal, (i)
there were no disagreements (as described in Item 304(a)(1)(iv)
of Regulation S-K and the related instructions) between
Hennessy Capital and Withum on any matter of accounting
principles or practices, financial statement disclosure or

auditing scope or procedures, which disagreements, if not
resolved to Withums satisfaction, would have caused Withum to
make reference in connection with Withums opinion to the
subject matter of the disagreement; and (ii)there were no
reportable events as the term is described in Item
304(a)(1)(v)of Regulation S-K. We have given permission to
Withum to respond fully to the inquiries of the successor
auditor. We furnished a copy of this disclosure to Withum and
have requested that Withum furnish us with a letter addressed
to the SEC stating whether such firm agrees with the above
statements or, if not, stating the respects in which it does
not agree. We have received the requested letter from Withum,
and a copy of the letter is filed with this Current Report on
Form8-K as Exhibit 16.1.

(b)New independent registered public accounting firm:

On February27, 2017, as part of the change in independent
registered public accounting firms described in
Section(a)above, the Boards Audit Committee confirmed,
recommended and approved the appointment of Grant Thornton LLP
as the Companys independent registered public accounting firm
to audit the Companys consolidated financial statements as of
and for the fiscal year ending December31, 2017.

During the two most recent fiscal years and through February27,
2017, Hennessy Capital has not consulted with Grant Thornton
LLP regarding either (1)the application of accounting
principles to a specified transaction, either contemplated or
proposed, or the type of audit opinion that might be rendered
on the financial statements of Hennessy Capital, or (2)any
matter that was the subject of a disagreement or a reportable
event described in Items 304(a)(1)(iv)or (v), respectively, of
Regulation S-K or the type of audit opinion that might be
rendered on the financial statements of Hennessy Capital, or
(2)any matter that was the subject of a disagreement or a
reportable event described in Items 304(a)(1)(iv)or (v),
respectively, of Regulation S-K.

Item5.01. Change in Control of
Registrant.

The disclosure set forth under Introductory Note and Item 2.01.
Completion of Acquisition or Disposition of Assets above is
incorporated in this Item5.01 by reference.

Prior to the consummation of the Business Combination, Hennessy
Capital was a special purpose acquisition company. It was
controlled by HCAC Sponsor, which on the date of the Proxy
Statement beneficially owned 18.2% of the Hennessy Capital
common stock (excluding warrants, as they were not exercisable
until 30 days after the completion of the Business
Combination). Substantially all of the remaining shares owned
prior to the consummation of the Business Combination were
owned by Hennessy Capitals public stockholders.

By virtue of the consummation of the Business Combination, HCAC
Sponsor has ceased to control the Company. The former
management of Hennessy Capital no longer holds any executive
officer positions and HCAC Sponsors designees on the Board now
represent only two of eight of the members of the Board.

Immediately after consummation, and as a result, of the
Business Combination, Mr.Daseke, who is the Companys Chief
Executive Officer and President and the Boards Chairman,
beneficially owns 40.0% of the Companys common stock, and he
may therefore be deemed to control the Company.

The Company is not aware of any arrangements, including any
pledge by any person of securities of the Company or any of its
parent entities, the operation of which may at a subsequent
date result in a change in control of the Company.

Item5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.

The disclosures set forth under Item 2.01. Completion of
Acquisition or Disposition of AssetsDirectors and Executive
Officers above and Item 1.01. Entry Into a Material Definitive
AgreementEmployment Agreements above are incorporated in this
Item 5.02 by reference.

For information regarding any related party transaction (as
defined in Item404(a)of Regulation S-K) involving the members
of the Board and executive officers, see Certain Relationships
and Related Party Transactions, beginning on page307 of the
Proxy Statement, which information is incorporated herein by
reference.

For information regarding (i)any material plan, contract or
arrangement in which any of the Companys directors is a party
or participates that was entered into or materially amended in
connection with the Business Combination and any grant or award
made to any of the Companys directors under any such plan,
contract or arrangement and (ii)any material compensatory plan,
contract or arrangement in which the Companys principal
executive officer, principal financial officer, executive
officer named in a Summary Compensation Table in the Proxy
Statement or other comparable officer participates or is a
party, any material amendment to any such plan, contract or
arrangement and any material grant or award to any such person
under any such plan, contract or arrangement, see (a)the
section in the Proxy Statement entitled Incentive Plan Proposal
beginning on page197, (b)the section in the Proxy Statement
entitled Executive and Director Compensation of Daseke
beginning on page250, (c)the section in the Proxy Statement
entitled Management After the Business CombinationDirector
Compensation beginning on page288, (d)the section in the Proxy
Statement entitled Management After the Business
CombinationExecutive Compensation beginning on page289, (e)the
section in the Proxy Statement entitled Information About
Hennessy CapitalExecutive Compensation beginning on page217,
(f)Item 1.01. Entry Into a Material Agreement in this Current
Report on Form8-K, (g)Item 2.01. Completion of Acquisition or
Disposition of Assets Directors and Executive Officers in this
Current Report on Form8-K, and (h)Item 2.01. Completion of
Acquisition or Disposition of Assets Director Compensation in
this Current Report on Form8-K, all of which information is
incorporated herein by reference.

Upon recommendation of the Board, on February27, 2017, the
Board adopted forms of grant agreements under the Incentive
Plan for restricted stock units and non-qualified stock
options. The Company has also adopted a form of non-qualified
stock option award agreement for non-employee directors and
stock ownership programs for employees, management and truck
driver employees. Copies of the forms of such grant agreements
and programs are attached to this Current Report on Form8-K as
Exhibits 10.7, 10.8, 10.9, 10.10, 10.11 and 10.12,
respectively, and are incorporated herein by reference.

Item5.03. Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.

At the Special Meeting, the stockholders of Hennessy Capital
approved each of the amendments to Hennessy Capitals amended
and restated certificate of incorporation that were proposed
for adoption at the Special Meeting. For information regarding
each of those amendments, see the section of the Proxy
Statement entitled The Charter Proposals beginning on page188
and the information set forth in Item 2.01. Completion of
Acquisition or Disposition of AssetsDescription of the Companys
Securities above, which information is incorporated herein by
reference. Immediately after the Special Meeting, on
February27, 2017, the Company filed its Second Amended and
Restated Certificate of Incorporation (reflecting each of the
related proposals to amend the existing Amended and Restated
Certificate of Incorporation of the Company adopted at the
Special Meeting) with the Secretary of State of the State of
Delaware. A copy of the Companys Second Amended and Restated
Certificate of Incorporation, as filed with the Secretary of
State of the State of Delaware, is attached as Exhibit3.1 to
this Current Report on Form8-K and is incorporated herein by
reference.

Also on February27, 2017, the Company filed with the Secretary
of State of the State of Delaware a Certificate of
Designations, Preferences, Rights and Limitations of 7.625%
SeriesA Convertible Cumulative Preferred Stock (the
Certificate of Designation). The Certificate
of Designation was adopted by resolution of the Board to the
Companys charter, which vests in the Board the authority to
provide for the authorization and issuance of one or more
series of preferred stock of the Company within the limitations
and restrictions set forth in the charter. A copy of the
Certificate of Designation, as filed with the Secretary of
State of the State of Delaware, is attached as Exhibit3.2 to
this Current Report on Form8-K and is incorporated herein by
reference.

Item9.01. Financial Statements and
Exhibits.

(a)Financial Statements of Businesses Acquired.

The consolidated financial statements of Daseke,Inc. and its
subsidiaries, together with the notes thereto, included in the
Proxy Statement on pagesF-31 through F-127 are incorporated by
reference into this Current Report on Form8-K.

(b)Pro Forma Financial Information.

Reference is made to Item2.01 of this Current Report on
Form8-K, Completion of Acquisition or Disposition of
AssetsUnaudited Pro Forma Condensed Combined Financial
Information for the following pro forma financial information:

(d)Exhibits.

The ExhibitIndex following the pagebelow is incorporated herein
by reference.