Hennessy Capital Investment Corp. VIII 10-K

Item 1A. Risk Factors. An investment in HCIC’s securities involves a high degree of risk. Potential investors should consider carefully all of the risks described below, together with the other information contained in this Report, before making a decision to invest in HCIC’s units. If any of the following events occur, HCIC’s business, financial condition and operating results may be materially adversely affected. In that event, the trading price of HCIC’s securities could decline, and investors could lose all or part of their investment. Such risks include, but are not limited to: ● HCIC is a SPAC with no operational revenue or basis to evaluate its ability to select a suitable business target. ● HCIC may not be able to select an appropriate target business or businesses and complete its initial business combination in the prescribed time frame. ● Expectations around the performance of a prospective target business or businesses may not be realized. ● HCIC may not be successful in retaining or recruiting required officers, key employees or directors following its initial business combination. ● Officers and directors may have difficulties allocating their time between HCIC and other businesses and may potentially have conflicts of interest with HCIC’s business or in approving its initial business combination. ● HCIC may not be able to obtain additional financing to complete its initial business combination or reduce the number of shareholders requesting redemption. ● HCIC may issue its shares to investors in connection with its initial business combination at a price that is less than the prevailing market price of its shares at that time. ● Investors may not be given the opportunity to choose the initial business target or to vote on the initial business combination. ● Trust account funds may not be protected against third-party claims or bankruptcy. ● An active market for HCIC’s public securities may not develop, and investors will have limited liquidity and trading. ● The availability to HCIC of funds from interest income on the trust account balance may be insufficient to operate its business prior to the business combination. ● HCIC’s financial performance following a business combination with an entity may be negatively affected by their lack of an established record of revenue, cash flows and experienced management. ● There may be more competition to find an attractive target for an initial business combination, which could increase the costs associated with completing HCIC’s initial business combination and may result in its inability to find a suitable target. ● Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for HCIC to negotiate and complete an initial business combination. ● HCIC may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder its ability to complete its initial business combination and give rise to increased costs and risks that could negatively impact its operations and profitability. 27 ● HCIC may engage one or more of its underwriters or one of their respective affiliates to provide additional services to HCIC after the initial public offering, which may include acting as a financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. ● HCIC may attempt to complete its initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as suspected, if at all. ● Since HCIC’s initial shareholders will lose their entire investment in HCIC if its initial business combination is not completed (other than with respect to any public shares they may acquire during or after the initial public offering), and because HCIC’s sponsor, officers and directors may profit substantially even under circumstances in which HCIC’s public shareholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for HCIC’s initial business combination. ● Changes in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect HCIC’s business, including its ability to negotiate and complete its initial business combination, and results of operations. ● The value of the founder shares following completion of HCIC’s initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of HCIC’s ordinary shares at such time is substantially less than $10.00 per share. ● Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If HCIC has not completed its initial business combination within the required time period, HCIC’s public shareholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of HCIC’s trust account and HCIC’s share rights will expire worthless. ● The current economic conditions may lead to increased difficulty in completing HCIC’s initial business combination. ● Recent volatility in capital markets may affect HCIC’s ability to obtain financing for its initial business combination through sales of its common shares or issuance of indebtedness. ● Military conflict in Russia/Ukraine, the Middle East or elsewhere may lead to increased price volatility for publicly traded securities, which could make it difficult for HCIC to consummate its initial business combination. ● Changes in applicable laws, rules or regulations or how such laws, rules or regulations are interpreted or applied, including the SEC’s new rules and interpretive guidance regarding SPAC and SPAC transactions, or a failure to comply with any applicable laws, rules and regulations, may adversely affect HCIC’s business, including its ability to negotiate and complete, and the costs associated with, its initial business combination and its results of operations. 28 Risks Relating to HCIC’s Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks HCIC’s public shareholders may not be afforded an opportunity to vote on HCIC’s proposed initial business combination, and even if a vote is held, holders of HCIC’s founder shares and private placement shares will participate in such vote, which means HCIC may complete its initial business combination even though a majority of HCIC’s public shareholders do not support such a combination. HCIC may choose not to hold a shareholder vote to approve its initial business combination unless the initial business combination would require shareholder approval under applicable Cayman Islands law or stock exchange listing requirements or if HCIC decides to hold a shareholder vote for business or other legal reasons. For instance, the Nasdaq rules currently allow HCIC to engage in a tender offer in lieu of a shareholder meeting, but would still require HCIC to obtain shareholder approval if it was seeking to issue more than 20% of its issued and outstanding shares to a target business as consideration in any business combination. Therefore, if HCIC was structuring an initial business combination that required it to issue more than 20% of its issued and outstanding shares, it would seek shareholder approval of such initial business combination. However, except as required by law, the decision as to whether HCIC will seek shareholder approval of a proposed initial business combination or will allow shareholders to sell their shares to HCIC in a tender offer will be made by HCIC, solely in its discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require HCIC to seek shareholder approval. Even if HCIC seeks shareholder approval, the holders of HCIC’s founder shares will participate in the vote on such approval. Accordingly, HCIC may consummate its initial business combination even if holders of a majority of HCIC’s outstanding public shares do not approve of the initial business combination HCIC consummates. Please see the section of this Report entitled “ Business — Shareholders May Not Have the Ability to Approve HCIC’s Initial Business Combination ” for additional information. HCIC’s sponsor controls a substantial interest in HCIC and thus may exert substantial influence on actions requiring a shareholder vote, potentially in a manner that shareholders do not support. Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for HCIC to negotiate and complete an initial business combination. The market for directors and officers liability insurance for SPACs has changed in ways adverse to HCIC and its management team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased, and the terms of such policies have generally become less favorable. These trends may continue into the future. The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for HCIC to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms, or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors. In addition, even after HCIC were to complete an initial business combination, HCIC’s directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect HCIC’s directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-business combination entity and could interfere with or frustrate HCIC’s ability to consummate an initial business combination on terms favorable to HCIC’s investors. HCIC may engage one or more of its underwriters or one of their respective affiliates to provide additional services to HCIC, which may include acting as M&A advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. The Deferred Underwriter is entitled to receive a deferred underwriting commission that will be released from the trust account only upon a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to HCIC, including, for example, in connection with the sourcing and consummation of an initial business combination. HCIC may engage one or more of its underwriters or one of their respective affiliates to provide additional services to HCIC, including, for example, identifying potential targets, providing M&A advisory services, acting as a placement agent in a private offering, or arranging debt financing transactions. HCIC may pay such underwriter or its affiliate fair and reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation. No agreement was entered into with any of the underwriters or their respective affiliates and no fees or other compensation for such services was paid to any of the underwriters or their respective affiliates prior to the date that was 60 days from the date of HCIC’s initial public offering. The Deferred Underwriter is also entitled to receive a deferred underwriting commission that is conditioned on the completion of an initial business combination. The Deferred Underwriter’s or its affiliates’ financial interests tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to HCIC, including potential conflicts of interest in connection with the sourcing and consummation of an initial business combination. The Deferred Underwriter is under no obligation to provide any further services to HCIC in order to receive all or any part of the deferred underwriting commissions. 29 If HCIC seeks shareholder approval of its initial business combination, HCIC’s initial shareholders have agreed to vote their founder shares and private placement shares, which constitute approximately 30.1% of HCIC’s issued and outstanding ordinary shares in favor of such initial business combination, regardless of how HCIC’s public shareholders vote. HCIC expects that its initial shareholders and their permitted transferees will beneficially own approximately 30.1% of the issued and outstanding ordinary shares at the time of any such shareholder vote. HCIC’s initial shareholders and management team also may from time to time purchase public units or public shares prior to any initial business combination. HCIC’s amended and restated memorandum and articles of association provide that, if HCIC seeks shareholder approval, HCIC will complete its initial business combination only if HCIC receives approval pursuant to an ordinary resolution under HCIC’s amended and restated memorandum and articles of association and under Cayman Islands law, which requires the affirmative vote of a simple majority of the shareholders who attend and vote at a general meeting of the company, voting together as a single class and includes a unanimous written resolution. Pursuant to the letter agreement, HCIC’s initial shareholders, officers and directors have agreed to vote their founder shares as well as any public shares purchased during or after HCIC’s initial public offering (including in open market and privately negotiated transactions), in favor of HCIC’s initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction). As a result, in addition to HCIC’s initial shareholders’ founder shares and private placement shares held by HCIC’s sponsor, HCIC would need only 6,393,244 or 26.5%, of the 24,150,000 public shares sold in its initial public offering to be voted in favor of an initial business combination (assuming all outstanding shares are voted, and the parties to the letter agreement do not acquire any Class A ordinary shares) in order to have HCIC’s initial business combination approved. HCIC’s initial shareholders own shares representing approximately 30.1% of HCIC’s outstanding ordinary shares (excluding the private placement shares). Assuming that only the holders of one-third of HCIC’s issued and outstanding ordinary shares, representing a quorum under HCIC’s amended and restated memorandum and articles of association, vote their ordinary shares at a general meeting of the company, HCIC will not need any public shares in addition to HCIC’s founder shares to be voted in favor of an initial business combination in order to approve an initial business combination. However, if HCIC’s initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of its initial business combination will require a special resolution, which requires the affirmative vote of at least two-third of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. Accordingly, if HCIC seeks shareholder approval of its initial business combination, the agreement by HCIC’s initial shareholders to vote in favor of HCIC’s initial business combination will increase the likelihood that HCIC will receive the requisite shareholder approval for such initial business combination. Investors’ only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of their right to redeem their shares from HCIC for cash, unless HCIC seeks shareholder approval of the initial business combination. At the time of an investment in HCIC, investors will not be provided with an opportunity to evaluate the specific merits or risks of HCIC’s initial business combination. Since HCIC’s board of directors may complete an initial business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the initial business combination, unless HCIC seeks such shareholder vote. Accordingly, if HCIC does not seek shareholder approval, investors’ only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising their redemption rights within the period of time (which will be at least 20 business days) set forth in HCIC’s tender offer documents mailed to HCIC’s public shareholders in which HCIC describes its initial business combination. The amount of the deferred underwriting commissions payable to the Deferred Underwriter will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share amount HCIC will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the per-share value of shares held by non-redeeming shareholders will reflect HCIC’s obligation to pay the deferred underwriting commissions. 30 The ability of HCIC’s public shareholders to redeem their shares for cash may make its financial condition unattractive to potential business combination targets, which may make it difficult for HCIC to enter into an initial business combination with a target. HCIC may seek to enter into a business combination transaction agreement with a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. If too many public shareholders exercise their redemption rights, HCIC would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. HCIC’s amended and restated memorandum and articles of association require it to provide all of its public shareholders with an opportunity to redeem all of their shares in connection with the consummation of any initial business combination. If accepting all properly submitted redemption requests would not allow HCIC to satisfy a closing condition as described above, it would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with HCIC. The ability of HCIC’s public shareholders to exercise redemption rights with respect to a large number of its shares or the requirement that HCIC maintains a minimum net worth or retain a certain amount of cash could increase the probability that its initial business combination would be unsuccessful and that shareholders would have to wait for liquidation in order to redeem their ordinary shares. If HCIC’s initial business combination agreement requires it to use a portion of the cash in the trust account to pay the purchase price, or requires it to have a minimum amount of cash at closing, the probability that its initial business combination would be unsuccessful is increased. If HCIC’s initial business combination is unsuccessful, shareholders would not receive their pro rata portion of the funds in the trust account until HCIC liquidates the trust account. If shareholders are in need of immediate liquidity, they could attempt to sell their ordinary shares in the open market; however, at such time HCIC’s ordinary shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, shareholders may suffer a material loss on their investment or lose the benefit of funds expected in connection with their exercise of redemption rights until HCIC liquidates or they are able to sell their ordinary shares in the open market. The ability of HCIC’s public shareholders to exercise redemption rights with respect to a large number of its shares may not allow HCIC to complete the most desirable business combination or optimize its capital structure. At the time HCIC enters into an agreement for its initial business combination, it will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on its expectations as to the number of shares that will be submitted for redemption. If HCIC’s initial business combination agreement requires it to use a portion of the cash in the trust account to pay the purchase price, or requires it to have a minimum amount of cash at closing, HCIC will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third-party financing. In addition, if a larger number of shares are submitted for redemption than HCIC initially expected, it may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of HCIC’s business combination. The effect of this dilution will be greater for shareholders who do not redeem. HCIC may not be able to generate sufficient value from the completion of its initial business combination in order to overcome the dilutive impact of these and other factors, and accordingly, shareholders may incur a net loss on their investment. Please see the section of this Report entitled “ Risk Factors — The nominal purchase price paid by HCIC’s sponsor for the founder shares may result in significant dilution to the implied value of public shares upon the consummation of HCIC’s initial business combination .” In addition, the Deferred Underwriter has agreed to defer underwriting commissions equal to up to 2.0% of the gross proceeds of HCIC’s initial public offering, payable to the Deferred Underwriter upon consummation of HCIC’s initial business combination, which will be reduced based on the percentage of total funds from the trust account released to pay redeeming public shareholders. Even though the deferred underwriting commissions are reduced in proportion to the amount of redemptions by HCIC’s public shareholders, if HCIC’s public shareholders exercise redemption rights with respect to a large number of shares, there may not be sufficient cash in the trust account to meet a minimum cash condition at closing of HCIC’s initial business combination and require additional third-party financing, which may result in dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. There are no redemption rights with respect to the share rights. The above considerations may limit HCIC’s ability to complete the most desirable business combination available to it or optimize its capital structure. 31 The requirement that HCIC complete its initial business combination within 24 months from its initial public offering may give potential target businesses leverage over HCIC in negotiating an initial business combination and may limit the amount of time HCIC has to conduct due diligence on potential business combination targets as it approaches its dissolution deadline, which could undermine its ability to complete its initial business combination on terms that would produce value for its shareholders. Any potential target business with which HCIC enters into negotiations concerning an initial business combination will be aware that HCIC must complete its initial business combination within the completion window. Consequently, such target business may obtain leverage over HCIC in negotiating an initial business combination, knowing that if HCIC does not complete its initial business combination with that particular target business, HCIC may be unable to complete its initial business combination with any target business. This risk will increase as HCIC gets closer to the timeframe described above. In addition, HCIC may have limited time to conduct due diligence and may enter into its initial business combination on terms that it would have rejected upon a more comprehensive investigation. The length of time it may take HCIC to complete its diligence and negotiate a business combination may reduce the amount of time available for it to ultimately complete an initial business combination should such diligence or negotiations not lead to a completed initial business combination. HCIC may not be able to complete its initial business combination within the completion window, in which case it would cease all operations except for the purpose of winding up and it would redeem its public shares and liquidate, in which case its public shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, and its share rights will expire worthless. HCIC’s amended and restated memorandum and articles of association provide that it must complete its initial business combination within the completion window. HCIC may not be able to find a suitable target business and complete its initial business combination within such time period. An increasing number of SPACs have liquidated in 2022 through 2025 due to an inability to complete an initial business combination within the allotted completion window. Furthermore, HCIC’s ability to complete its initial business combination may be negatively impacted by general market conditions, political considerations, volatility in the capital and debt markets, other social and geopolitical events and the other risks described herein, including the impact of events such as the war between Russia and Ukraine and the Israel-Hamas war, the conflict between the United States and Israel and Iran as well as recent developments to U.S. tariff policies. Additionally, the outbreak of unforeseen occurrences of natural disasters, such as the COVID-19 pandemic, may negatively impact businesses HCIC may seek to acquire and may make it harder for HCIC to find a suitable target business and consummate its initial business combination. If HCIC has not completed its initial business combination within such time period (or any extended period of time that it may have to consummate an initial business combination as a result of an amendment to its amended and restated memorandum and articles of association), it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to HCIC for permitted withdrawals, divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of HCIC’s remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to HCIC’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, HCIC’s public shareholders may only receive $10.00 per share, and its share rights will expire worthless. HCIC may decide not to extend the term it has to consummate its initial business combination, in which case it would redeem its public shares, and the share rights will be worthless. HCIC has until the date that is 24 months from the closing of its initial public offering, or until such earlier liquidation date as its board of directors may approve, to consummate its initial business combination. 32 If HCIC does not consummate an initial business combination by such deadline, it may decide not to seek to extend the date by which it must consummate its initial business combination. If HCIC does not seek to extend the date by which it must consummate its initial business combination, and it is unable to consummate its initial business combination within the applicable time period, it will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account, subject to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the share rights will be worthless. If HCIC seeks shareholder approval of its initial business combination, HCIC’s management team, sponsor or any of their respective affiliates may elect to purchase public shares or share rights from public shareholders. This may influence a vote on a proposed initial business combination and reduce the public “float” of HCIC’s Class A ordinary shares or share rights. In the event HCIC seeks shareholder approval of its initial business combination and does not conduct redemptions in connection with its initial business combination pursuant to the tender offer rules, HCIC’s sponsor, directors, officers, advisors, or any of their respective affiliates may purchase units, public shares or share rights, or a combination thereof, in privately negotiated transactions or in the open market either prior to or following the completion of HCIC’s initial business combination. There is no limit on the number of securities HCIC’s directors, officers, advisors, or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. If HCIC’s sponsor or its affiliates engage in such transactions prior to the completion of HCIC’s initial business combination, the purchase will be at a price no higher than the price offered through the redemption process. Any such securities purchased by the sponsor or its affiliates, or any other third party that would vote at the direction of the sponsor or its affiliates, will not be voted in favor of approving HCIC’s initial business combination. However, they have no current commitments, plans, or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase units, public shares, or share rights in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of HCIC’s public shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. HCIC has an insider trading policy which requires insiders to (1) refrain from purchasing securities when they are in possession of any material non-public information and (2) to clear all trades with HCIC’s compliance personnel or legal counsel prior to execution. HCIC cannot currently determine whether its insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, HCIC’s insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. In the event that HCIC’s sponsor and its directors, officers, advisors or any of their respective affiliates purchase public shares or share rights in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against HCIC’s initial business combination, such selling public shareholders would be required to revoke their prior elections to redeem their shares. HCIC’s sponsor and its affiliates have entered into an agreement with HCIC, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares. HCIC currently does not anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers would be required to comply with such rules. 33 The purpose of such purchases would be to ensure that such public shares would not be redeemed in connection with HCIC’s initial business combination. This may result in the completion of an initial business combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. In addition, if such purchases are made, the public “float” of public shares or share rights may be reduced and the number of beneficial holders of HCIC’s securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing, or trading of HCIC’s securities on a national securities exchange. HCIC’s sponsor and officers, directors, advisors, and/or any of their respective affiliates anticipate that they may identify public shareholders with whom HCIC’s sponsor or officers, directors, advisors, or any of their respective affiliates may pursue privately negotiated purchases by either public shareholders contacting HCIC directly or by the receipt of redemption requests submitted by public shareholders following HCIC’s mailing of proxy materials in connection with the initial business combination. To the extent that HCIC’s sponsor or officers, directors, advisors, or any of their respective affiliates enter into a private purchase, they would identify and contact only potential selling public shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against the initial business combination, but only if such HCIC shares have not already been voted at the general meeting held to consider HCIC’s initial business combination. Such persons would select the public shareholders from whom to acquire shares based on the number of shares available, the negotiated price per share and such other factors as any such person may deem relevant at the time of purchase. The price per share paid in any such transaction may be different than, but not higher than, the amount per share a public shareholder would receive if it elected to redeem its shares in connection with the initial business combination. HCIC’s sponsor or officers, directors, advisors, or any of their respective affiliates will purchase shares only if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws. Additionally, in the event the sponsor or HCIC’s officers, directors, advisors, and/or any of their respective affiliates were to purchase HCIC securities from public shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following (i) HCIC’s registration statement/proxy statement filed for its initial business combination transaction would disclose the possibility that the sponsor or HCIC’s officers, directors, advisors and/or any of their respective affiliates may purchase shares or share rights from public shareholders outside the redemption process, along with the purpose of such purchases; (ii) if the sponsor or HCIC’s officers, directors, advisors, and/or any of their respective affiliates were to purchase public shares or share rights from public shareholders, they would do so at a price no higher than the price offered through HCIC’s redemption process; (iii) HCIC’s registration statement/proxy statement filed for HCIC’s initial business combination would include a representation that any HCIC securities purchased by the sponsor or HCIC’s officers, directors, advisors and/or any of their respective affiliates would not be voted in favor of approving the initial business combination; and (iv) the sponsor or HCIC’s officers, directors, advisors and/or any of their respective affiliates would not possess any redemption rights with respect to HCIC securities or, if they do acquire and possess redemption rights, they would waive such rights. To the extent that the sponsor or HCIC’s officers, directors, advisors, and/or any of their respective affiliates enter into any such private purchase prior to the general meeting related to HCIC’s initial business combination, HCIC will file a current report on Form 8-K to disclose (i) the amount of HCIC securities purchased in any such purchases, along with the purchase price; (ii) the purpose of any such purchases; (iii) the impact, if any, of any such purchases on the likelihood that HCIC’s initial business combination will be approved; (iv) the identities or the nature of the HCIC security holders (e.g., 5% HCIC security holders) who sold their HCIC securities in any such purchases; and (v) the number of HCIC securities for which HCIC has received redemption requests pursuant to public shareholders’ redemption rights in connection with HCIC’s initial business combination. Any purchases by the sponsor or HCIC’s officers, directors, advisors and/or any of their respective affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. The sponsor or HCIC’s officers, directors, and/or any of their respective affiliates will be restricted from making purchases of public shares if such purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. 34 Entering into any such arrangements may have an adverse effect on the price of HCIC’s securities. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market price and may therefore be more likely to sell the shares he owns, either prior to or immediately after the extraordinary general meeting. HCIC may not be able to complete an initial business combination since such initial business combination may be subject to regulatory review and approval requirements, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the United States (“CFIUS”), or may be ultimately prohibited. HCIC’s initial business combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, CFIUS has authority to review direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings and to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties to that investment choose not to file voluntarily. In the case that CFIUS determines an investment to be a threat to national security, CFIUS has the power to unwind or place restrictions on the investment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on — among other factors — the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. While HCIC’s sponsor is a limited liability company formed in Nevada and is not, is not controlled by, and does not have any substantial ties with or any members who are, a non-U.S. person, investments that result in “control” of a U.S. business by a foreign person always are subject to CFIUS jurisdiction. CFIUS’s expanded jurisdiction under the Foreign Investment Risk Review Modernization Act of 2018 and implementing regulations that became effective on February 13, 2020, further includes investments that do not result in control of a U.S. business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to “critical technologies,” “critical infrastructure,” and/or “sensitive personal data.” If a particular proposed initial business combination with a U.S. business falls within CFIUS’s jurisdiction, HCIC may determine that it is required to make a mandatory filing or that it will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction. CFIUS may decide to block or delay HCIC’s proposed initial business combination, impose conditions with respect to such initial business combination, or request the President of the United States to order HCIC to divest all or a portion of the U.S. target business of HCIC’s initial business combination that HCIC acquired without first obtaining CFIUS approval, which may limit the attractiveness of, delay or prevent HCIC from pursuing certain target companies that HCIC believes would otherwise be beneficial to HCIC and its shareholders. As a result, the pool of potential targets with which HCIC could complete an initial business combination may be limited and HCIC may be adversely affected in terms of competing with other SPACs which do not have similar foreign ownership issues. In addition, certain federally licensed businesses may be subject to rules or regulations that limit foreign ownership. In addition, outside the United States, laws or regulations may affect HCIC’s ability to consummate its initial business combination with potential target companies incorporated or having business operations in jurisdictions where national security considerations, involvement in regulated industries (including telecommunications) or in businesses relating to a country’s culture or heritage may be implicated. The process of government review, whether by CFIUS or otherwise, could be lengthy. Because HCIC has only a limited time to complete its initial business combination, HCIC’s failure to obtain any required approvals within the requisite time period may require HCIC to liquidate. If HCIC is unable to consummate its initial business combination within the applicable time period required under its amended and restated memorandum and articles of association, including as a result of extended regulatory review of a potential initial business combination, HCIC will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of HCIC’s remaining shareholders and HCIC’s board of directors, liquidate and dissolve, subject in each case to HCIC’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, HCIC’s shareholders will miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment. Additionally, HCIC’s share rights will be worthless. 35 Members of HCIC’s management team and board of directors have significant experience as founders, board members, officers, executives, employees or service providers of other companies. Certain of those persons have been, are currently, or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise. This may have an adverse effect on HCIC, which may impede HCIC’s ability to consummate an initial business combination. During the course of their careers, members of HCIC’s management team and board of directors have had significant experience as founders, board members, officers, executives, employees or service providers of other companies. Certain of those persons have been, are currently, or may in the future become involved in litigation, investigations or other proceedings, including relating to the business affairs of such companies, transactions entered into by such companies, or otherwise. In his capacity as a director and an executive officer of Hennessy IV, Daniel J. Hennessy, HCIC’s Chairman and Chief Executive Officer, was a named defendant in In re Hennessy Capital Acquisition Corp. IV Stockholder Litigation C.A. No. 2022-0571-LWW, which was brought in the Delaware Court of Chancery. The case revolved around allegations that Hennessy IV’s fiduciaries breached their fiduciary duties in connection with the disclosures relating to the business combination between Hennessy IV and Canoo Inc. Canoo Inc. filed for bankruptcy and ceased all operations on January 17, 2025. The case was dismissed with prejudice in May 2024 with no findings of violations or breaches of fiduciary duties. Any such litigation, investigations or other proceedings may divert the attention and resources of HCIC’s management team and board of directors away from identifying and selecting a target business or businesses for HCIC’s initial business combination and may negatively affect HCIC’s reputation, which may impede HCIC’s ability to complete an initial business combination. If a shareholder fails to receive notice of HCIC’s offer to redeem HCIC’s public shares in connection with the initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. HCIC will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with HCIC’s initial business combination. Despite HCIC’s compliance with these rules, if a shareholder fails to receive HCIC’s tender offer or proxy materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that HCIC will furnish to holders of HCIC’s public shares in connection with the initial business combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares. For example, HCIC may require HCIC’s public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to HCIC’s transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial business combination in the event HCIC distributes proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a shareholder fails to comply with these or any other procedures, its shares may not be redeemed. See the section of this Report entitled “ Business — Redemption Rights for Public Shareholders upon Completion of HCIC’s Initial Business Combination. ” If HCIC does not consummate an initial business combination within 24 months from the closing of its initial public offering, HCIC’s public shareholders may be forced to wait beyond such time before redemption from HCIC’s trust account. If HCIC does not consummate an initial business combination within 24 months from the closing of its initial public offering, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to HCIC to pay permitted withdrawals, if any (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of HCIC’s public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of HCIC’s amended and restated memorandum and articles of association prior to any voluntary winding up. If HCIC is required to wind up, liquidate the trust account and distribute such amount therein, pro rata, to HCIC’s public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond such time from the closing of HCIC’s initial public offering, before the redemption proceeds of HCIC’s trust account become available to them, and they receive the return of their pro rata portion of the proceeds from HCIC’s trust account. HCIC has no obligation to return funds to investors prior to the date of HCIC’s redemption or liquidation unless, prior thereto, HCIC consummates its initial business combination or amends certain provisions of HCIC’s amended and restated memorandum and articles of association, and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon HCIC’s redemption or any liquidation will public shareholders be entitled to distributions if HCIC does not complete its initial business combination and does not amend certain provisions of HCIC’s amended and restated memorandum and articles of association. HCIC’s amended and restated memorandum and articles of association provide that, if HCIC winds up for any other reason prior to the consummation of its initial business combination, HCIC will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Investors will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate their investment, therefore, shareholders may be forced to sell their public shares or share rights, potentially at a loss. HCIC’s public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) HCIC’s completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend HCIC’s amended and restated memorandum and articles of association (A) to modify the substance or timing of HCIC’s obligation to provide for the redemption of its public shares in connection with an initial business combination or to redeem 100% of its public shares if HCIC has not consummated its initial business combination within the completion window or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) the redemption of HCIC’s public shares if it is unable to complete an initial business combination within the completion window, subject to applicable law and as further described herein. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of share rights will not have any right to the proceeds held in the trust account. There are no redemption rights with respect to the share rights. Accordingly, to liquidate their investment, they may be forced to sell their public shares or share rights, potentially at a loss. 36 Investors will not be entitled to protections normally afforded to investors of many other SPACs. Since the net proceeds of HCIC’s initial public offering and the sale of the private placement units are intended to be used to complete an initial business combination with a target business that has not been identified, HCIC may be deemed to be a “blank check” company under the United States securities laws. However, because HCIC has net tangible assets in excess of $5,000,000 and has filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, HCIC is exempt from rules promulgated by the SEC to protect investors in SPACs, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means HCIC will have a longer period of time to complete its business combination than do companies subject to Rule 419. Moreover, if HCIC’s initial public offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to HCIC unless and until the funds in the trust account were released to HCIC in connection with its completion of an initial business combination. Because of HCIC’s limited resources and the significant competition for business combination opportunities, it may be more difficult for HCIC to complete its initial business combination. If HCIC is unable to complete its initial business combination, HCIC’s public shareholders may receive only approximately $10.00 per share on HCIC’s redemption of its public shares, or less than such amount in certain circumstances, and HCIC’s share rights will expire worthless. HCIC expects to encounter intense competition from other entities having a business objective similar to HCIC’s, including private investors (which may be individuals or investment partnerships), other SPACs and other entities, domestic or international, competing for the types of businesses HCIC intends to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more industry knowledge than HCIC does, and HCIC’s financial resources will be relatively limited when contrasted with those of many of these competitors. While HCIC believes there are numerous target businesses it could potentially acquire with the net proceeds of its initial public offering and the sale of the private placement units, HCIC’s ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by HCIC’s available financial resources. The sponsor, any of its affiliates, or any of their respective clients may make additional investments in HCIC, although the sponsor and its affiliates have no obligation or other duty to do so. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, because HCIC is obligated to pay cash for the Class A ordinary shares which HCIC’s public shareholders redeem in connection with HCIC’s initial business combination, target companies will be aware that this may reduce the resources available to HCIC for its initial business combination. This may place HCIC at a competitive disadvantage in successfully negotiating an initial business combination. If HCIC is unable to complete its initial business combination, HCIC’s public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of HCIC’s trust account and HCIC’s share rights will expire worthless. Please see the section of this Report entitled “ Risk Factors — If third parties bring claims against HCIC, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share. ” If the net proceeds of HCIC’s initial offering and the sale of the private placement units not being held in the trust account and the permitted withdrawals are insufficient to allow HCIC to operate for at least the completion window, HCIC may be unable to complete its initial business combination, in which case its public shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, and its share rights will expire worthless. The funds available to HCIC outside of the trust account and the permitted withdrawals may not be sufficient to allow HCIC to operate for at least the completion window, assuming that its initial business combination is not completed during that time. HCIC believes that the funds available to it outside of the trust account and the permitted withdrawals will be sufficient to allow it to operate for at least the twelve months following the initial public offering; however, HCIC cannot assure investors that its estimate is accurate. Of the funds available to HCIC, it could use a portion of the funds available to it to pay fees to consultants to assist it with its search for a target business. HCIC could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed initial business combination, although HCIC does not have any current intention to do so. If HCIC entered into a letter of intent or merger agreement where it paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of its breach or otherwise), it might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If HCIC is unable to complete its initial business combination, its public shareholders may receive only approximately $10.00 per share on the liquidation of its trust account and its share rights will expire worthless. 37 If the net proceeds of HCIC’s initial public offering and the sale of the private placement units not being held in the trust account and the permitted withdrawals are insufficient, it could limit the amount available to fund HCIC’s search for a target business or businesses and complete its initial business combination and HCIC will depend on permitted withdrawals and loans from its sponsor or management team to fund its search for an initial business combination, to pay its taxes and to complete its initial business combination. If HCIC is unable to obtain these loans, it may be unable to complete its initial business combination. Of the net proceeds of HCIC’s initial public offering and the sale of the private placement units, only approximately $1,030,000 was available to HCIC outside the trust account to fund its working capital requirements. HCIC believes that the funds available to it outside of the trust account will be sufficient to allow it to operate for at least the completion window; however, HCIC cannot assure investors that its estimate is accurate. If HCIC is required to seek additional capital, it would need to borrow funds from its sponsor, management team or other third parties to operate or may be forced to liquidate. None of HCIC’s sponsor, members of its management team nor any of their affiliates is under any obligation to advance funds to HCIC in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to HCIC upon completion of its initial business combination. Up to $2.5 million of such loans may be convertible into private placement units, at a price of $10.00 per private placement unit at the option of the lender, upon consummation of HCIC’s initial business combination. Prior to the completion of its initial business combination, HCIC does not expect to seek loans from parties other than its sponsor or an affiliate of its sponsor as it does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in its trust account. If HCIC is unable to obtain these loans, it may be unable to complete its initial business combination. If HCIC is unable to complete its initial business combination because it does not have sufficient funds available to it, it will be forced to cease operations and liquidate the trust account. Consequently, its public shareholders may only receive approximately $10.00 per share on its redemption of its public shares, and its share rights will expire worthless. Subsequent to the completion of HCIC’s initial business combination, it may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the price of its ordinary shares, which could cause investors to lose some or all of their investment. Even if HCIC conducts extensive due diligence on a target business with which it combines, it cannot assure investors that this diligence will surface all material issues that may be present inside a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of HCIC’s control will not later arise. As a result of these factors, HCIC may be forced to later write-down or write-off assets, restructure its operations or incur impairment or other charges that could result in reporting losses. Even if HCIC’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with its preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on HCIC’s liquidity, the fact that it reports charges of this nature could contribute to negative market perceptions about HCIC or its securities. In addition, charges of this nature may cause HCIC to violate net worth or other covenants to which it may be subject as a result of assuming pre-existing debt held by a target business or by virtue of obtaining debt financing to partially finance the initial business combination. Accordingly, any public shareholders who choose to remain shareholders following the initial business combination could suffer a reduction in the value of their shares. If third parties bring claims against HCIC, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share. HCIC’s placing of funds in the trust account may not protect those funds from third-party claims against it. Although HCIC will seek to have all vendors, service providers, prospective target businesses and other entities with which it does business execute agreements with HCIC waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of its public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against HCIC’s assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, HCIC’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to HCIC than any alternative. Withum Smith+Brown, PC (“Withum”), HCIC’s independent registered public accounting firm, and the underwriters of HCIC’s initial public offering have not executed agreements with HCIC waiving such claims to the monies held in the trust account. 38 Examples of possible instances where HCIC may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with HCIC and will not seek recourse against the trust account for any reason. Upon redemption of HCIC’s public shares, if it is unable to complete its initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with its initial business combination, HCIC will be required to provide for payment of claims of creditors that were not waived that may be brought against it within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement, the form of which is filed as an exhibit to HCIC’s registration statement filed in connection with HCIC’s initial public offering, HCIC’s sponsor has agreed that it will be liable to HCIC if and to the extent any claims by a third party (other than HCIC’s independent registered public accounting firm) for services rendered or products sold to HCIC, or a prospective target business with which HCIC has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less permitted withdrawals, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under HCIC’s indemnity of the underwriters of HCIC’s initial public offering against certain liabilities, including liabilities under the Securities Act. However, HCIC has not asked its sponsor to reserve for such indemnification obligations, nor has it independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believes that its sponsor’s only assets are securities of HCIC. Therefore, HCIC cannot assure investors that its sponsor would be able to satisfy those obligations. None of HCIC’s officers or directors will indemnify HCIC for claims by third parties including, without limitation, claims by vendors and prospective target businesses. HCIC’s directors may decide not to enforce the indemnification obligations of its sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to HCIC’s public shareholders. In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to fund permitted withdrawals, and HCIC’s sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, HCIC’s independent directors would determine whether to take legal action against the sponsor to enforce its indemnification obligations. While it is currently expected that HCIC’s independent directors would take legal action on behalf of HCIC against the sponsor to enforce its indemnification obligations, it is possible that the independent directors, in exercising their business judgment and subject to their fiduciary duties, may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If the independent directors choose not to enforce these indemnification obligations on HCIC’s behalf, the amount of funds in the trust account available for distribution to HCIC’s public shareholders may be reduced below $10.00 per share. 39 HCIC may not have sufficient funds to satisfy indemnification claims of its directors and executive officers. HCIC has agreed to indemnify its officers and directors to the fullest extent permitted by law. However, HCIC’s officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by HCIC only if (i) it has sufficient funds outside of the trust account or (ii) it consummates an initial business combination. HCIC’s obligation to indemnify its officers and directors may discourage shareholders from bringing a lawsuit against its officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against HCIC’s officers and directors, even though such an action, if successful, might otherwise benefit HCIC and its shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent HCIC pays the costs of settlement and damage awards against its officers and directors pursuant to these indemnification provisions. If, after HCIC distributes the proceeds in the trust account to its public shareholders, HCIC files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against HCIC that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and HCIC and its board may be exposed to claims of punitive damages. If, after HCIC distributes the proceeds in the trust account to its public shareholders, HCIC files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against HCIC that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy and/or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover all amounts received by HCIC’s shareholders. In addition, HCIC’s board of directors may be viewed as having breached its fiduciary duty to HCIC’s creditors and/or having acted in bad faith, thereby exposing itself and HCIC to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. If, before distributing the proceeds in the trust account to HCIC’s public shareholders, HCIC files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against HCIC that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of HCIC’s shareholders and the per-share amount that would otherwise be received by HCIC’s shareholders in connection with its liquidation may be reduced. If, before distributing the proceeds in the trust account to HCIC’s public shareholders, HCIC files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against HCIC that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy insolvency law, and may be included in HCIC’s bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of HCIC’s shareholders. To the extent any bankruptcy or insolvency claims deplete the trust account, the per-share amount that would otherwise be received by HCIC’s shareholders in connection with its liquidation may be reduced. HCIC’s shareholders may be held liable for claims by third parties against HCIC to the extent of distributions received by them upon redemption of their shares. If HCIC is forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, HCIC was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by HCIC’s shareholders. Furthermore, HCIC’s directors may be viewed as having breached their fiduciary duties to HCIC or its creditors and/or may have acted in bad faith, thereby exposing themselves and HCIC to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. Claims may be brought against HCIC for these reasons. HCIC and its directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of HCIC’s share premium account while HCIC was unable to pay its debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine of $18,292.68 and imprisonment for five years in the Cayman Islands. 40 HCIC may not hold an annual general meeting until after the consummation of its initial business combination, which could delay the opportunity for HCIC’s shareholders to elect directors. In accordance with Nasdaq corporate governance requirements, HCIC is not required to hold an annual general meeting until no later than one year after its first fiscal year end following its listing on Nasdaq. As an exempted company, there is no requirement under the Companies Act for HCIC to hold annual or extraordinary general meetings to appoint directors. Prior to the consummation of HCIC’s initial business combination, only holders of HCIC’s Class B ordinary shares will have the right to vote on the appointment or removal of directors. After HCIC’s initial business combination, it is possible that a majority of HCIC’s directors and officers will live outside the United States and all of HCIC’s assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights. It is possible that after HCIC’s initial business combination, a majority of HCIC’s directors and officers will reside outside of the United States and all of HCIC’s assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of HCIC’s directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on HCIC’s directors and officers under United States laws. In particular, there is uncertainty as to whether the courts of the Cayman Islands or any other applicable jurisdictions would recognize and enforce judgments of U.S. courts obtained against HCIC or its directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or entertain original actions brought in the Cayman Islands or any other applicable jurisdiction’s courts against HCIC or its directors or officers predicated upon the securities laws of the United States or any state in the United States. For a more detailed discussion, see Exhibit 4.2 of this Report captioned “Description of Securities.” HCIC may seek business combination opportunities in industries or sectors which may or may not be outside of its management’s area of expertise. HCIC may consider an initial business combination outside of its management’s area of expertise if an initial business combination candidate is presented to HCIC and it determines that such candidate offers an attractive business combination opportunity for HCIC or HCIC is unable to identify a suitable candidate in other sectors after having expanded a reasonable amount of time and effort in an attempt to do so. Although HCIC’s management will endeavor to evaluate the risks inherent in any particular business combination candidate, it cannot assure investors that it will adequately ascertain or assess all of the significant risk factors. HCIC also cannot assure investors that an investment in HCIC’s units will not ultimately prove to be less favorable to investors than a direct investment, if an opportunity were available, in an initial business combination candidate. In the event HCIC elects to pursue a business combination outside of the areas of its management’s expertise, its management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this Report regarding the areas of its management’s expertise would not be relevant to an understanding of the business that HCIC elects to acquire. As a result, HCIC’s management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any public shareholders who choose to remain shareholders following HCIC’s initial business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value. HCIC may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent it from achieving its desired results. HCIC may seek business combination opportunities with large, highly complex companies that it believes would benefit from operational improvements. While HCIC intends to implement such improvements, to the extent that its efforts are delayed or it is unable to achieve the desired improvements, the business combination may not be as successful as anticipated. To the extent HCIC completes its initial business combination with a large complex business or entity with a complex operating structure, it may also be affected by numerous risks inherent in the operations of the business with which it combines, which could delay or prevent HCIC from implementing its strategy. Although HCIC’s management team will endeavor to evaluate the risks inherent in a particular target business and its operations, HCIC may not be able to properly ascertain or assess all of the significant risk factors until it completes its business combination. If HCIC is not able to achieve its desired operational improvements, or the improvements take longer to implement than anticipated, it may not achieve the gains that it anticipates. Furthermore, some of these risks and complexities may be outside of HCIC’s control and leave it with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with a smaller, less complex organization. 41 Although HCIC has identified general criteria and guidelines that it believes are important in evaluating prospective target businesses, it may enter into its initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which HCIC enters into its initial business combination may not have attributes entirely consistent with its general criteria and guidelines. Although HCIC has identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which HCIC enters into its initial business combination will not have all of these positive attributes. If HCIC completes its initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of HCIC’s general criteria and guidelines. In addition, if HCIC announces a prospective business combination with a target that does not meet its general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for HCIC to meet any closing condition with a target business that requires HCIC to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, or HCIC decides to obtain shareholder approval for business or other legal reasons, it may be more difficult for HCIC to attain shareholder approval of its initial business combination if the target business does not meet its general criteria and guidelines. If HCIC is unable to complete its initial business combination, its public shareholders may receive only approximately $10.00 per share on the liquidation of its trust account and its share rights will expire worthless. In certain circumstances, HCIC’s public shareholders may receive less than $10.00 per share upon HCIC’s liquidation. HCIC may seek business combination opportunities with an early-stage financially unstable business or an entity lacking an established record of revenue, cash flow or earnings, which could subject it to volatile revenues, cash flows or earnings or difficulty in retaining key personnel. To the extent HCIC completes its initial business combination with an early-stage company, financially unstable business or an entity lacking an established record of revenues or earnings, it may be affected by numerous risks inherent in the operations of the business with which it combines. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings and difficulties in obtaining and retaining key personnel. In recent years, a number of target businesses have underperformed financially post-business combination. There are no assurances that the target business with which HCIC consummates its initial business combination will perform as anticipated. Although HCIC’s officers and directors will endeavor to evaluate the risks inherent in a particular target business, HCIC may not be able to properly ascertain or assess all of the significant risk factors and it may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of HCIC’s control and leave it with no ability to control or reduce the chances that those risks will adversely impact a target business. Because HCIC is not limited to any particular business or specific geographic location or any specific target businesses with which to pursue its initial business combination, shareholders will be unable to ascertain the merits or risks of any particular target business’ operations. Although HCIC intends to focus its search for a target business in the industrial innovation and energy transition sectors, it may pursue acquisition opportunities in any geographic region and in any business industry or sector. Except for the limitations that a target business has a fair market value of at least 80% of the value of the trust account (excluding any deferred underwriting commissions and taxes payable on the interest earned on the trust account) and that HCIC is not permitted to effectuate its initial business combination with another blank check company or similar company with nominal operations, HCIC will have virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate. Because HCIC has not yet identified or approached any specific target business with respect to its initial business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent HCIC consummates its initial business combination, it may be affected by numerous risks inherent in the business operations with which it combines. For example, if HCIC combines with a financially unstable business or an entity lacking an established record of sales or earnings, it may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although its officers and directors will endeavor to evaluate the risks inherent in a particular target business, HCIC may not properly ascertain or assess all of the significant risk factors or may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of HCIC’s control and leave it with no ability to control or reduce the chances that those risks will adversely impact a target business. An investment in HCIC’s public units may not ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in an acquisition target. The requirement that the acquisition target(s) that HCIC acquires must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding any deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of the execution of a definitive agreement for HCIC’s initial business combination may limit the type and number of companies with which it may complete such a business combination. Pursuant to the Nasdaq listing rules, the target business or businesses that HCIC acquires must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding any deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of the execution of a definitive agreement for its initial business combination. This restriction may limit the type and number of companies with which HCIC may complete an initial business combination. If it is unable to locate a target business or businesses that satisfy this fair market value test, HCIC may be forced to liquidate and shareholders will only be entitled to receive their pro rata portion of the funds in the trust account. The Nasdaq listing rules require that such initial business combination must be approved by a majority of the company’s independent directors. 42 HCIC is not required to obtain a fairness opinion and consequently, shareholders may have no assurance from an independent source that the price HCIC is paying for the business is fair to the company from a financial point of view. Unless HCIC completes its initial business combination with an affiliated entity or its board cannot independently determine the fair market value of the target business or businesses, HCIC is not required to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the price it is paying is fair to the company from a financial point of view. If no opinion is obtained, HCIC’s shareholders will be relying on the judgment of its board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in HCIC’s proxy materials or tender offer documents, as applicable, related to its initial business combination. Transactions in connection with or in anticipation of HCIC’s initial business combination and its structure thereafter may not be tax-efficient to its shareholders and share right holders. As a result of HCIC’s business combination, its tax obligations may be more complex, burdensome and uncertain. Although HCIC will attempt to structure transactions in connection with its initial business combination in a tax-efficient manner, tax structuring considerations are complex, the relevant facts and law are uncertain and may change, and HCIC may prioritize commercial and other considerations over tax considerations. For example, in anticipation of or as a result of HCIC’s initial business combination and subject to requisite shareholder approval, HCIC may enter into one or more transactions that require shareholders and/or share right holders to recognize gain or income for tax purposes or otherwise increase their tax burden. HCIC does not intend to make any cash distributions to shareholders or share right holders to pay taxes in connection with its business combination or thereafter. Accordingly, a shareholder or a share right holder may be required to satisfy any liability resulting from any such transactions with cash from its own funds or by selling all or a portion of such holder’s shares or share rights. In addition, HCIC may effect a business combination with a target company in another jurisdiction (including, but not limited to, the jurisdiction in which the target company or business is located). As a result, shareholders and share right holders may be subject to additional income, withholding or other taxes with respect to their ownership of HCIC after its initial business combination. Because HCIC must furnish its shareholders with target business financial statements, it may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses. The federal proxy rules require that a proxy statement with respect to a vote on an initial business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. HCIC will include the same financial statement disclosure in connection with its tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses HCIC may acquire because some targets may be unable to provide such financial statements in time for HCIC to disclose such statements in accordance with federal proxy rules and complete its initial business combination within the prescribed time frame. Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for HCIC to effectuate its initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination. Section 404 of the Sarbanes-Oxley Act requires that HCIC evaluate and report on its system of internal controls beginning with its Annual Report on Form 10-K for the year ending December 31, 2026. Only in the event HCIC is deemed to be a large accelerated filer or an accelerated filer will it be required to comply with the independent registered public accounting firm attestation requirement on its internal control over financial reporting. Further, for as long as HCIC remains an emerging growth company, it will not be required to comply with the independent registered public accounting firm attestation requirement on its internal control over financial reporting. The fact that HCIC is a SPAC makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on HCIC as compared to other public companies because a target company with which HCIC seeks to complete its initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination. HCIC does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for HCIC to complete an initial business combination with which a substantial majority of its shareholders do not agree. HCIC’s amended and restated memorandum and articles of association do not provide a specified maximum redemption threshold. HCIC’s initial proposed business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners; (ii) cash to be transferred to the target for working capital or other general corporate purposes; or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. As a result, HCIC may be able to complete its initial business combination even though a substantial majority of its public shareholders do not agree with the transaction and have redeemed their shares or, if HCIC seeks shareholder approval of its initial business combination and does not conduct redemptions in connection with its initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to HCIC’s sponsor, officers, directors or their affiliates. In the event the aggregate cash consideration HCIC would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to HCIC, it will not complete the initial business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and HCIC instead may search for an alternate business combination. 43 In order to effectuate an initial business combination, SPACs have, in the recent past, amended various provisions of their charters and other governing instruments. HCIC cannot assure investors that it will not seek to amend its amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for HCIC to complete its initial business combination that its shareholders may not support. In order to effectuate an initial business combination, SPACs have, in the recent past, amended various provisions of their charters and modified governing instruments. For example, SPACs have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination. Amending HCIC’s amended and restated memorandum and articles of association require at least a special resolution of its shareholders as a matter of Cayman Islands law, meaning the approval of holders of at least two-thirds of HCIC’s ordinary shares who attend and vote at a general meeting of the company, and amending its share rights agreement requires a vote of holders of at least 50% of the public share rights and, solely with respect to any amendment to the terms of the private placement units or any provision of the share rights agreement with respect to the private placement rights, 50% of the number of the then outstanding private placement units. In addition, HCIC’s amended and restated memorandum and articles of association require it to provide its public shareholders with the opportunity to redeem their public shares for cash if HCIC proposes an amendment to its amended and restated memorandum and articles of association (i) to modify the substance or timing of its obligation to provide for the redemption of its public shares in connection with an initial business combination or to redeem 100% of its public shares if HCIC has not consummated its initial business combination within the completion window or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity. Many SPACs have faced delisting of their securities following redemptions of shares by public shareholders in connection with proposed amendments to their corporate charters since, after redeeming a large number of publicly held shares, they no longer meet the continued listing requirements of the stock exchange. To the extent any such amendments would be deemed to fundamentally change the nature of any securities offered through HCIC’s registration statement filed in connection with its initial public offering, HCIC would register, or seek an exemption from registration for, the affected securities. HCIC cannot assure investors that it will not seek to amend its charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate its initial business combination. Certain agreements related to HCIC’s initial public offering may be amended or waived without shareholder approval. Each of the agreements related to HCIC’s initial public offering to which HCIC is a party, other than the share rights agreement and the investment management trust agreement, may be amended or waived without shareholder approval. Such agreements are: the underwriting agreement; the letter agreement among HCIC and its initial shareholders, sponsor, officers and directors; the registration rights agreement among HCIC and its initial shareholders; the private placement units purchase agreement between HCIC and its sponsor; and the administrative services agreement among HCIC, its sponsor and an affiliate of its sponsor. These agreements contain various provisions that HCIC’s public shareholders might deem to be material. For example, the letter agreement and the underwriting agreement contain certain lock-up provisions with respect to the founder shares, private placement units and other securities held by HCIC’s initial shareholders, sponsor, officers and directors. Amendments to or waivers of such agreements would require the consent of the applicable parties thereto and would need to be approved by HCIC’s board of directors, which may do so for a variety of reasons, including to facilitate HCIC’s initial business combination. While HCIC does not expect its board of directors to approve any amendment to or waiver of any of these agreements prior to its initial business combination, it may be possible that HCIC’s board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to or waivers of any such agreement in connection with the consummation of HCIC’s initial business combination. Any amendment or waiver entered into in connection with the consummation of HCIC’s initial business combination will be disclosed in its proxy materials or tender offer documents, as applicable, related to such initial business combination, and any other material amendment to or waiver of any of HCIC’s material agreements will be disclosed in a filing with the SEC. Any such amendments or waivers would not require approval from HCIC’s shareholders, may result in the completion of HCIC’s initial business combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment in HCIC’s securities. For example, amendments to or waivers of the lock-up provision discussed above may result in HCIC’s initial shareholders selling their securities earlier than they would otherwise be permitted, which may have an adverse effect on the price of HCIC’s securities. 44 The provisions of HCIC’s amended and restated memorandum and articles of association that relate to its pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from its trust account), including an amendment to permit HCIC to withdraw funds from the trust account such that the per share amount investors will receive upon any liquidation or redemption is substantially reduced or eliminated, may be amended with the approval of a special resolution which requires the approval of the holders of at least two-thirds of HCIC’s ordinary shares who attend and vote at a general meeting of the company. It may be easier for HCIC to amend its amended and restated memorandum and articles of association and the trust agreement to facilitate the completion of an initial business combination that some of HCIC’s shareholders may not support. HCIC’s amended and restated memorandum and articles of association provide that any of its provisions related to pre-initial business combination activity (including the requirement to deposit certain proceeds of HCIC’s initial public offering and the private placement of units into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein and including to permit HCIC to withdraw funds from the trust account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated) may be amended if approved by special resolution, meaning holders of at least two-thirds of HCIC’s ordinary shares who attend and vote at a general meeting of the company, voting together as a single class, and corresponding provisions of the trust agreement governing the release of funds from HCIC’s trust account may be amended if approved by holders of at least two-thirds of HCIC’s ordinary shares who attend and vote at a general meeting of the company; provided that the provisions of HCIC’s amended and restated memorandum and articles of association governing the appointment or removal of directors prior to HCIC’s initial business combination and continuing the company in a jurisdiction outside the Cayman Islands, may only be amended by a special resolution passed by holders representing at least 90% of HCIC’s issued and outstanding Class B ordinary shares. HCIC’s initial shareholders, who collectively beneficially own approximately 30.1% of HCIC’s ordinary shares, will participate in any vote to amend HCIC’s amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, HCIC may be able to amend the provisions of its amended and restated memorandum and articles of association which govern its pre-initial business combination behavior more easily than some other SPACs, and this may increase HCIC’s ability to complete an initial business combination with which public shareholders do not agree. HCIC’s shareholders may pursue remedies against HCIC for any breach of its amended and restated memorandum and articles of association. HCIC’s initial shareholders, officers and directors have agreed, pursuant to a letter agreement with HCIC, that they will not propose any amendment to HCIC’s amended and restated memorandum and articles of association (i) to modify the substance or timing of HCIC’s obligation to provide for the redemption of HCIC’s public shares in connection with an initial business combination or to redeem 100% of HCIC’s public shares if HCIC has not consummated its initial business combination within the completion window or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless HCIC provides its public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, divided by the number of then outstanding public shares. These agreements are contained in a letter agreement that HCIC has entered into with its initial shareholders, officers and directors. HCIC’s shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against HCIC’s sponsor, officers or directors for any breach of these agreements. As a result, in the event of a breach, HCIC’s shareholders would need to pursue a shareholder derivative action, subject to applicable law. 45 HCIC may be unable to obtain additional financing to complete its initial business combination or to fund the operations and growth of a target business, which could compel HCIC to restructure or abandon a particular business combination. HCIC has not selected any specific business combination target, but intends to target businesses larger than it could acquire with the net proceeds of HCIC’s initial public offering and the sale of the private placement units. As a result, HCIC may be required to seek additional financing to complete such proposed initial business combination. HCIC cannot assure investors that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete HCIC’s initial business combination, HCIC would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. Further, the amount of additional financing HCIC may be required to obtain could increase as a result of future growth capital needs for any particular transaction, the depletion of the available net proceeds in search of a target business, the obligation to repurchase for cash a significant number of shares from shareholders who elect redemption in connection with HCIC’s initial business combination and/or the terms of negotiated transactions to purchase shares in connection with HCIC’s initial business combination. If HCIC is unable to complete its initial business combination, HCIC’s public shareholders may receive only approximately $10.00 per share plus any pro rata interest earned on the funds held in the trust account and not previously released to HCIC for permitted withdrawals and to pay taxes on the liquidation of HCIC’s trust account and its share rights will expire worthless. In addition, even if HCIC does not need additional financing to complete its initial business combination, it may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of HCIC’s officers, directors or shareholders is required to provide any financing to HCIC in connection with or after its initial business combination. If HCIC is unable to complete its initial business combination, HCIC’s public shareholders may only receive approximately $10.00 per share on the liquidation of its trust account, and its share rights will expire worthless. Furthermore, as described in the risk factor entitled “If third parties bring claims against HCIC, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share,” under certain circumstances HCIC’s public shareholders may receive less than $10.00 per share upon the liquidation of the trust account. HCIC’s initial shareholders may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that shareholders do not support. HCIC’s initial shareholders own shares representing 30.1% of its issued and outstanding ordinary shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that shareholders do not support, including amendments to HCIC’s amended and restated memorandum and articles of association and approval of major corporate transactions. If HCIC’s initial shareholders purchase any additional ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control. Factors that would be considered in making such additional purchases would include consideration of the current trading price of HCIC’s Class A ordinary shares. In addition, HCIC may not hold an annual general meeting to elect new directors prior to the completion of its initial business combination, in which case all of the current directors, who were elected by HCIC’s initial shareholders, will continue in office until at least the completion of the initial business combination. Prior to the consummation of HCIC’s initial business combination, only holders of its Class B ordinary shares will have the right to vote on the appointment or removal of directors. Holders of HCIC’s public shares will have no right to vote on the appointment or removal of directors during such time. Further, prior to the closing of HCIC’s initial business combination, only holders of its Class B ordinary shares will be entitled to vote on continuing HCIC in a jurisdiction outside the Cayman Islands (including any special resolution required to adopt new constitutional documents as a result of HCIC approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). These provisions of HCIC’s amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of HCIC’s initial business combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company, voting together as a single class. As a result, shareholders will not have any influence over the appointment or removal of directors prior to HCIC’s initial business combination or any influence over its continuation in a jurisdiction outside the Cayman Islands prior to its initial business combination. Accordingly, HCIC’s initial shareholders will continue to exert control at least until the completion of its initial business combination. 46 Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If HCIC is unable to complete its initial business combination, its public shareholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of its trust account and its share rights will expire worthless. HCIC anticipates that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If HCIC decides not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if HCIC reaches an agreement relating to a specific target business, it may fail to complete its initial business combination for any number of reasons including those beyond its control. Any such event will result in a loss to HCIC of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If HCIC is unable to complete its initial business combination, its public shareholders may receive only approximately $10.00 per share on the liquidation of its trust account and its share rights will expire worthless. HCIC’s key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following HCIC’s initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous. HCIC’s key personnel may be able to remain with the company after the completion of its initial business combination only if they are able to negotiate employment or consulting agreements in connection with the initial business combination. Such negotiations would take place simultaneously with the negotiation of the initial business combination and could provide for such individuals to receive compensation in the form of cash payments and/or HCIC’s securities for services they would render to HCIC after the completion of the initial business combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business. However, HCIC believes the ability of such individuals to remain with HCIC after the completion of its initial business combination will not be the determining factor in its decision as to whether or not it will proceed with any potential business combination. There is no certainty, however, that any of HCIC’s key personnel will remain with HCIC after the completion of its initial business combination. HCIC cannot assure shareholders that any of its key personnel will remain in senior management or advisory positions with HCIC. The determination as to whether any of HCIC’s key personnel will remain with HCIC will be made at the time of its initial business combination. HCIC may have a limited ability to assess the management of a prospective target business and, as a result, may effect its initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of HCIC’s shareholders’ investment in HCIC. When evaluating the desirability of effecting HCIC’s initial business combination with a prospective target business, its ability to assess the target business’s management may be limited due to a lack of time, resources or information. HCIC’s assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities HCIC suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any public shareholders who choose to remain shareholders following the initial business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value. 47 Since only holders of HCIC’s Class B ordinary shares will have the right to vote on the appointment of directors, upon the listing of HCIC’s shares on Nasdaq, Nasdaq considers HCIC to be a “controlled company” within the meaning of Nasdaq rules and, as a result, HCIC qualifies for exemptions from certain corporate governance requirements. Only holders of HCIC’s Class B ordinary shares have the right to vote on the appointment of directors. As a result, Nasdaq considers HCIC to be a “controlled company” within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that: ● HCIC have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq; and ● HCIC have a compensation committee of its board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. ● HCIC have independent director oversight of its director nominations. HCIC does not intend to utilize these exemptions and intends to comply with the corporate governance requirements of Nasdaq, subject to applicable phase-in rules. However, if HCIC determines in the future to utilize some or all of these exemptions, shareholders will not have the same protections afforded to shareholders of companies that are subject to all of Nasdaq corporate governance requirements. HCIC may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors. If HCIC is a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section of HCIC’s final prospectus filed in connection with its initial public offering “Taxation — Material United States Federal Income Tax Considerations — U.S. Holders”) of HCIC’s Class A ordinary shares or share rights, such U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. HCIC’s PFIC status for its current and subsequent taxable years may depend on whether it qualifies for the PFIC start-up exception (as defined in the section of HCIC’s final prospectus filed in connection with its initial public offering entitled “Taxation — Material United States Federal Income Tax Considerations — U.S. Holders — Passive Foreign Investment Company Rules”). Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that HCIC will qualify for the start-up exception. Accordingly, there can be no assurances with respect to HCIC’s status as a PFIC for its current taxable year or any subsequent taxable year. HCIC’s actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year (and, in the case of the start-up exception, potentially not until after the two taxable years following HCIC’s current taxable year). If HCIC determines it is a PFIC for any taxable year, upon written request by a U.S. Holder, HCIC will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC Annual Information Statement, in order to enable such U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that HCIC will timely provide such required information, and such election would be unavailable with respect to HCIC’s share rights in all cases. HCIC urges U.S. investors to consult their tax advisors regarding the possible application of the PFIC rules. For a more detailed discussion of the material tax consequences of PFIC classification to U.S. Holders, see the section of HCIC’s final prospectus filed in connection with its initial public offering entitled “Taxation — Material United States Federal Income Tax Considerations—U.S. Holders—Passive Foreign Investment Company Rules.” A 1% U.S. federal excise tax on stock buybacks could be imposed on redemptions of HCIC’s shares if it were to become a “covered corporation” in the future. The Inflation Reduction Act of 2022, among other things, generally imposes a 1% U.S. federal excise tax (the “Excise Tax”) on certain repurchases of stock by “covered corporations” (which include publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign (i.e., non-U.S.) corporations). The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which the stock is repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the stock repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury (the “Treasury”) has authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the Excise Tax. On December 27, 2022, the Treasury issued a notice that provides interim operating rules for the Excise Tax, including rules governing the calculation and reporting of the Excise Tax. The Treasury issued proposed regulations on April 12, 2024, and final regulations on June 28, 2024, which generally adopt (but in some respects expand or modify) the rules and guidance set forth in the earlier notice. Although such notice and Treasury regulations clarify certain aspects of the Excise Tax, the interpretation and operation of certain other aspects of the Excise Tax remain unclear. 48 HCIC is currently not a “covered corporation” for purposes of the Excise Tax. If HCIC were to become a “covered corporation” in the future, whether in connection with the consummation of its initial business combination with a U.S. company (including if HCIC were to redomicile as a U.S. corporation in connection therewith) or otherwise, whether and to what extent HCIC would be subject to the Excise Tax on a redemption of its shares would depend on a number of factors, including (i) whether the redemption is treated as a repurchase of stock for purposes of the Excise Tax, (ii) the fair market value of the redemption treated as a repurchase of stock, (iii) the structure of HCIC’s initial business combination, (iv) the nature and amount of any “PIPE” or other equity issuances (whether in connection with HCIC’s initial business combination or otherwise) issued within the same taxable year of a redemption treated as a repurchase of stock and (v) the content of any other guidance from the Treasury. The imposition of the Excise Tax on HCIC as a result of redemptions by HCIC could, however, reduce the amount of cash available to the target business in connection with HCIC’s initial business combination, which could cause investors in HCIC’s securities who do not redeem or the other shareholders of the combined company to economically bear the impact of such Excise Tax. However, HCIC will not use the proceeds placed in the Trust Account, or the interest earned on the proceeds placed in the Trust Account, to pay for possible excise tax or any other fees or taxes that may be levied on HCIC on any redemptions or stock buybacks by HCIC pursuant to any current, pending or further rules or laws, including without limitation any Excise Tax, prior to release of such funds from the Trust Account following HCIC’s initial business combination. If HCIC effects its initial business combination with a company with operations or opportunities outside of the United States, it may face additional burdens in connection with investigating, agreeing to and completing such combination, and if HCIC effects such initial business combination, it would be subject to a variety of additional risks that may negatively impact its operations. If HCIC effects its initial business combination with a company with operations or opportunities outside of the United States, it would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing its initial business combination, conducting due diligence in a foreign market, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates. If HCIC effects its initial business combination with a company with operations or opportunities outside of the United States, it would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following: ● higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets; ● rules and regulations regarding currency redemption; ● complex corporate withholding taxes on individuals; ● laws governing the manner in which future business combinations may be effected; ● tariffs and trade barriers; ● regulations related to customs and import/export matters; ● longer payment cycles and challenges in collecting accounts receivable; ● tax issues, including but not limited to tax law changes and variations in tax laws as compared to the United States; ● currency fluctuations and exchange controls; ● rates of inflation; ● cultural and language differences; ● employment regulations; ● crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters, widespread health emergencies and wars; ● deterioration of political relations with the United States; and ● government appropriations of assets. 49 HCIC may not be able to adequately address these additional risks. If HCIC were unable to do so, its operations might suffer, which may adversely impact its results of operations and financial condition. HCIC may issue notes or other debt securities, or otherwise incur substantial debt, to complete an initial business combination, which may adversely affect its leverage and financial condition and thus negatively impact the value of its shareholders’ investment. Although HCIC has no commitments as of the date of this Report to issue any notes or other debt securities, or to otherwise incur outstanding debt, it may choose to incur substantial debt to complete its initial business combination. Furthermore, HCIC may issue a substantial number of additional ordinary or preferred shares to complete the initial business combination or under an employee incentive plan upon or after consummation of the initial business combination. HCIC has agreed that it will not incur any indebtedness unless it has obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including: ● default and foreclosure on HCIC’s assets if its operating revenues after an initial business combination are insufficient to repay its debt obligations; ● acceleration of HCIC’s obligations to repay the indebtedness even if it makes all principal and interest payments when due if it breaches certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; ● HCIC’s immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; ● HCIC’s inability to obtain necessary additional financing if the debt security contains covenants restricting its ability to obtain such financing while the debt security is outstanding; ● HCIC’s inability to pay dividends on its ordinary shares; ● using a substantial portion of HCIC’s cash flow to pay principal and interest on its debt, which will reduce the funds available for dividends on its ordinary shares, its ability to pay expenses, make capital expenditures and acquisitions and fund other general corporate purposes; ● limitations on HCIC’s flexibility in planning for and reacting to changes in its business and in the industry in which it operates; ● increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and ● limitations on HCIC’s ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of its strategy, and other purposes and other disadvantages compared to HCIC’s competitors who have less debt. 50 HCIC may only be able to complete one business combination with the proceeds of its initial public offering and the sale of the private placement units, which will cause it to be solely dependent on a single business that may have a limited number of services and limited operating activities. This lack of diversification may negatively impact HCIC’s operating results and profitability. Of the net proceeds from HCIC’s initial public offering and the sale of the private placement units $236,670,000 was available to complete HCIC’s initial business combination and pay related fees and expenses (after taking into account the $4,830,000 of deferred underwriting commissions being held in the trust account) immediately following the closing of HCIC’s initial public offering. HCIC may effectuate its initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, it may not be able to effectuate its initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that it prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing its initial business combination with only a single entity, HCIC’s lack of diversification may subject it to numerous economic, competitive and regulatory developments. Further, it would not be able to diversify its operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. In addition, HCIC intends to focus its search for an initial business combination in a single industry. Accordingly, the prospects for its success may be: ● solely dependent upon the performance of a single business, property or asset, or ● dependent upon the development or market acceptance of a single or limited number of products, processes or services. This lack of diversification may subject HCIC to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which it may operate subsequent to its initial business combination. HCIC may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder its ability to complete its initial business combination and give rise to increased costs and risks that could negatively impact its operations and profitability. If HCIC determines to simultaneously acquire several businesses that are owned by different sellers, it will need for each of such sellers to agree that its purchase of their business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for HCIC, and delay its ability, to complete its initial business combination. HCIC does not, however, intend to purchase multiple businesses in unrelated industries in conjunction with its initial business combination. With multiple business combinations, HCIC could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If HCIC is unable to adequately address these risks, it could negatively impact its profitability and results of operations. HCIC may attempt to complete its initial business combination with a private company about which little information is available, which may result in an initial business combination with a company that is not as profitable as it suspected, if at all. In pursuing its initial business combination strategy, HCIC may seek to effectuate its initial business combination with a privately held company. Very little public information generally exists about private companies, and HCIC could be required to make its decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in an initial business combination with a company that is not as profitable as it suspected, if at all. After its initial business combination, substantially all of HCIC’s assets may be located in a foreign country and substantially all of its revenue will be derived from its operations in such country. Accordingly, its results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which it operates. The economic, political and social conditions, as well as government policies, of the country in which HCIC’s operations are located could affect its business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect HCIC’s ability to find an attractive target business with which to consummate its initial business combination and if it effects its initial business combination, the ability of that target business to become profitable. 51 HCIC’s search for an initial business combination, and any target business with which HCIC may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict, the recent escalation of the United States and Israel-Ian conflict and imposed tariffs on imports from foreign countries. United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict and the recent escalation of the United States and Israel-Iran conflict including the involvement of the United States. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict, the recent escalation of the United States and Israel-Iran conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict, the recent escalation of the United States and Israel-Iran conflict and subsequent sanctions or related actions, and tariffs on imports from foreign countries could adversely affect HCIC’s search for an initial business combination and any target business with which HCIC may ultimately consummate an initial business combination. The extent and duration of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in this section. If these disruptions or other matters of global concern continue for an extensive period of time, HCIC’s ability to consummate an initial business combination, or the operations of a target business with which HCIC may ultimately consummate an initial business combination, may be materially adversely affected. Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on HCIC’s search for an initial business combination target or the performance or business prospects of a post-business combination company. There have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or other changes in trade policy could negatively affect HCIC’s search for a target and/or its ability to complete an initial business combination. Recently, the U.S. has implemented a range of new tariffs and increases to existing tariffs. In response to the tariffs announced by the U.S., other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs. and HCIC cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future. Tariffs, or the threat of tariffs or increased tariffs, could have a significant negative impact on certain businesses (either due to domestic businesses’ reliance on imported goods or dependence on access to foreign markets, or foreign businesses’ reliance on sales into the United States). In addition, retaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from the United States, and domestic businesses that rely on exporting goods internationally. These tariffs and threats of tariffs and other potential trade policy changes could negatively affect the attractiveness of certain initial business combination targets, or lead to material adverse effects on a post-business combination company. Among other things, historical financial performance of companies affected by trade policies and/or tariffs may not provide useful guidance as to the future performance of such companies, because future financial performance of those companies may be materially affected by new U.S. tariffs or foreign retaliatory tariffs, or other changes to trade policies. The business prospects of a particular target for a business combination could change even after HCIC enters into a business combination agreement, as a result of tariffs or the threat of tariffs that may have a material impact on that target’s business, and it may be costly or impractical for HCIC to terminate that business combination agreement. These factors could affect HCIC’s selection of a business combination target. HCIC may not be able to adequately address the risks presented by these tariffs or other potential trade policy changes. As a result, HCIC may deem it costly, impractical or risky to complete an initial business combination with a particular target or with a target in a particular industry or from a particular country. Consequently, the pool of potential target companies may be reduced, which could impair HCIC’s ability to identify a suitable target and to complete an initial business combination. If HCIC completes an initial business combination with such a target, the post-business combination company’s operations and financial results could be adversely affected as a result of tariffs or changes to trade policies, which may cause the market value of the securities of the post-business combination company to decline. 52 Military or other conflicts in Ukraine, the Middle East, Southwest Asia or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for HCIC to consummate an initial business combination. Military or other conflicts in Ukraine, the Middle East, Southwest Asia or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, and to other company or industry-specific, national, regional or international economic disruptions and economic uncertainty, any of which could make it more difficult for HCIC to identify a business combination target and consummate an initial business combination on acceptable commercial terms, or at all. Recent increases in inflation in the United States and elsewhere could make it more difficult for HCIC to complete its initial business combination. Recent increases in inflation in the United States and elsewhere may lead to increased price volatility for publicly traded securities, including those of HCIC, or other national, regional or international economic disruptions, any of which could make it more difficult for HCIC to complete its initial business combination. Risks Relating to HCIC’s Sponsor and Management Team The nominal purchase price paid by HCIC’s sponsor for the founder shares may result in significant dilution to the implied value of public shares upon the consummation of HCIC’s initial business combination. HCIC offered its units at an offering price of $10.00 per unit and the amount in its trust account is $10.00 per public share, implying an initial value of $10.00 per public share. However, prior to HCIC’s initial public offering, HCIC’s sponsor paid a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.002 per share. As a result, the value of public shares may be significantly diluted upon the consummation of HCIC’s initial business combination, when the founder shares are converted into public shares. For example, the following table shows the dilutive effect of the founder shares on the implied value of the public shares upon the consummation of HCIC’s initial business combination assuming that HCIC’s equity value at that time is $241,500,000, which is the amount HCIC would have for its initial business combination in the trust account assuming no interest is earned on the funds held in the trust account, and no public shares are redeemed in connection with HCIC’s initial business combination, and without taking into account any other potential impacts on HCIC’s valuation at such time, such as the trading price of HCIC’s public shares, the business combination transaction costs (including payment of $4,830,000 of deferred underwriting commissions), any equity issued or cash paid to the target’s sellers or other third parties, or the target’s business itself, including its assets, liabilities, management and prospects, as well as the value of HCIC’s public and private placement units. At such valuation, each of HCIC’s ordinary shares would have an implied value of $6.66 per share upon consummation of HCIC’s initial business combination, which is a 33.4% decrease as compared to the initial implied value per public share of $10.00. Public shares 24,150,000 Founder shares 10,692,515 Private placement shares 671,000 Total shares 35,513,515 Total funds in trust account available for initial business combination $ 236,670,000 Initial implied value per share before initial business combination $ 10.00 Implied value per share after initial business combination $ 6.66 53 The value of the founder shares following completion of HCIC’s initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of HCIC’s ordinary shares at such time is substantially less than $10.00 per share. HCIC’s sponsor has invested an aggregate of $6,735,000, comprised of the $25,000 purchase price for the founder shares and the $6,710,000 purchase price for the private placement units. Assuming a trading price of $10.00 per share upon consummation of HCIC’s initial business combination, the 10,692,515 founder shares would have an aggregate implied value of $106,925,150. Even if the trading price of HCIC’s ordinary shares were as low as approximately $0.63 per share, and the private placement units are worthless, the value of the founder shares would be equal to the sponsor’s initial investment in HCIC. As a result, HCIC’s sponsor is likely to be able to make a substantial profit on its investment in HCIC at a time when HCIC’s public shares have lost significant value. Accordingly, HCIC’s management team, which owns interests in HCIC’s sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if HCIC’s sponsor had paid the same per share price for the founder shares as HCIC’s public shareholders paid for their public shares. HCIC’s ability to successfully effect its initial business combination and to be successful thereafter will be totally dependent upon the efforts of HCIC’s key personnel, some of whom may join HCIC following its initial business combination. The loss of key personnel could negatively impact the operations and profitability of HCIC’s post-combination business. HCIC’s ability to successfully effect its initial business combination is dependent upon the efforts of HCIC’s key personnel. The role of HCIC’s key personnel in the target business, however, cannot presently be ascertained. Although some of HCIC’s key personnel may remain with the target business in senior management or advisory positions following HCIC’s initial business combination, it is likely that some or all of the management of the target business will remain in place. While HCIC intends to closely scrutinize any individuals employed after its initial business combination, it cannot assure investors that the assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause HCIC to have to expend time and resources helping them become familiar with such requirements. In addition, the officers and directors of an initial business combination candidate may resign upon completion of HCIC’s initial business combination. The departure of an initial business combination target’s key personnel could negatively impact the operations and profitability of HCIC’s post-combination business. The role of an initial business combination candidate’s key personnel upon the completion of HCIC’s initial business combination cannot be ascertained at this time. Although HCIC contemplates that certain members of an initial business combination candidate’s management team will remain associated with the initial business combination candidate following HCIC’s initial business combination, it is possible that members of the management of an initial business combination candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of HCIC’s post-combination business. HCIC is dependent upon its executive officers and directors and their departure, or a reduction in the amount of time they can dedicate to HCIC’s initial business combination, could adversely affect HCIC’s ability to operate. HCIC’s operations are dependent upon a relatively small group of individuals and, in particular, its executive officers and directors. HCIC believes that its success depends on the continued service of its executive officers and directors, at least until HCIC has completed its initial business combination. HCIC does not have an employment agreement, independent contractor agreement or service provider agreement with or key-man insurance on the life of, any of its directors or executive officers. The unexpected loss of the services of one or more of HCIC’s directors or executive officers could have a detrimental effect on HCIC. 54 Since HCIC’s sponsor, officers and directors will lose their entire investment in HCIC if its initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for HCIC’s initial business combination. HCIC’s sponsor owns 10,692,515 founder shares (as of March 27, 2026). The number of founder shares issued was determined based on the expectation that such founder shares would represent 30.1% of the outstanding shares after HCIC’s initial public offering. The founder shares will be worthless if HCIC does not complete an initial business combination. HCIC’s sponsor purchased 671,000 private placement units at a price of $10.00 per private placement unit ($6,710,000 in the aggregate). These securities will also be worthless if HCIC does not complete an initial business combination. Holders of founder shares have agreed (i) to vote any shares owned by them in favor of any proposed initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction) and (ii) not to redeem any founder shares in connection with a shareholder vote to approve a proposed initial business combination. In addition, HCIC may obtain loans from its sponsor, affiliates of its sponsor, or an officer or director. The personal and financial interests of HCIC’s officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. HCIC’s officers and directors will allocate some of their time to other businesses, thereby causing conflicts of interest in their determination as to how much time to devote to HCIC’s affairs. This conflict of interest could have a negative impact on HCIC’s ability to complete its initial business combination. HCIC’s officers and directors are not required to, and will not, commit their full time to HCIC’s affairs, which may result in a conflict of interest in allocating their time between HCIC’s operations and HCIC’s search for an initial business combination and their other businesses. HCIC does not intend to have any employees prior to the completion of its initial business combination. Each of HCIC’s officers is engaged in other business endeavors for which he may be entitled to substantial compensation and HCIC’s officers are not obligated to contribute any specific number of hours per week to HCIC’s affairs. HCIC’s independent directors may also serve as officers or board members for other entities. If HCIC’s officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to HCIC’s affairs which may have a negative impact on HCIC’s ability to complete its initial business combination. For a complete discussion of HCIC’s officers’ and directors’ other business affairs, please see the section of this Report entitled “ Directors, Executive Officers and Corporate Governance. ” Certain of HCIC’s officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by HCIC and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented. Until HCIC consummates its initial business combination, HCIC intends to engage in the business of identifying and combining with one or more businesses. HCIC’s sponsor and its affiliates and HCIC’s officers and directors are, and may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business, including other SPACs before HCIC has entered into a definitive agreement regarding its initial business combination. HCIC’s officers and directors also may become aware of business opportunities which may be appropriate for presentation to HCIC and the other entities to which they owe certain fiduciary or contractual duties. In addition, HCIC’s management team and sponsor are, and/or may in the future become affiliated with other SPACs or other entities that may have acquisition objectives that are similar to HCIC’s. Such entities may compete with HCIC for acquisition opportunities. If such entity decides to pursue any such opportunity, HCIC may be precluded from pursuing such opportunities. Subject to their fiduciary duties under Cayman Islands law, none of the members of HCIC’s management team who are also employed by HCIC’s sponsor or its affiliates have any obligation to present HCIC with any opportunity for a potential business combination of which they become aware. HCIC’s management team and sponsor are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other SPACs, including in connection with their initial business combinations, prior to HCIC completing its initial business combination. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in HCIC’s favor and a potential target business may be presented to another entity prior to its presentation to HCIC. HCIC’s amended and restated memorandum and articles of association provide that to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as HCIC; and (ii) HCIC renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer on the one hand, and HCIC, on the other. For a complete discussion of HCIC’s officers’ and directors’ business affiliations and the potential conflicts of interest that investors should be aware of, please see the sections of this Report entitled “ Directors, Executive Officers and Corporate Governance ” and “ Certain Relationships and Related Party Transactions, and Director Independence. ” 55 HCIC’s officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with its interests. HCIC has not adopted a policy that expressly prohibits its directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by HCIC or in any transaction to which HCIC is a party or has an interest. In fact, HCIC may enter into an initial business combination with a target business that is affiliated with its sponsor or its affiliates, its directors or officers, although it does not intend to do so. HCIC does not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by HCIC. Accordingly, such persons or entities may have a conflict between their interests and those of HCIC. HCIC may engage in an initial business combination with one or more target businesses that have relationships with entities that may be affiliated with members of its management team, its sponsor or existing holders, which may raise potential conflicts of interest. In light of the involvement of HCIC’s sponsor and its affiliates, its management team, on the one hand, with other entities, on the other hand, HCIC may decide to acquire one or more businesses affiliated with its sponsor and its affiliates, its management team. HCIC’s directors and officers also serve as officers and board members for other entities, including, without limitation, those described under the section of HCIC’s registration filed in connection with its initial public offering entitled “Management — Conflicts of Interest.” Such entities may compete with HCIC for business combination opportunities. HCIC’s sponsor and management team are not currently aware of any specific opportunities for HCIC to complete its initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning an initial business combination with any such entity or entities. Although HCIC will not be specifically focusing on, or targeting, any transaction with any affiliated entities, it would pursue such a transaction if it determined that such affiliated entity met its criteria for an initial business combination as set forth in the section of this Report entitled “ Business — Selection of a Target Business and Structuring of HCIC’s Initial Business Combination ” and such transaction was approved by a majority of its disinterested directors. Despite HCIC’s agreement to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, regarding the fairness to its shareholders from a financial point of view of an initial business combination with one or more businesses affiliated with its sponsor, management team or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the initial business combination may not be as advantageous to its public shareholders as they would be absent any conflicts of interest. HCIC’s directors have a fiduciary duty to act in the best interests of HCIC shareholders, whether or not a conflict of interest may exist. The personal and financial interests of HCIC’s directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, HCIC’s directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in HCIC’s shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to HCIC’s shareholders as a matter of Cayman Islands law and HCIC or its shareholders might have a claim against such individuals for infringing on HCIC’s shareholders’ rights. However, any claims made against such individuals may not ultimately be successful. See the section of HCIC’s final prospectus filed in connection with its initial public offering entitled “ Description of Securities - Certain Differences in Corporate Law - Shareholders’ Suits ” for further information on the ability to bring such claims. HCIC’s management may not be able to maintain control of a target business after its initial business combination. HCIC may structure an initial business combination so that the post-transaction company in which its public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but HCIC will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for HCIC not to be required to register as an investment company under the Investment Company Act. HCIC will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, HCIC’s shareholders prior to the initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and HCIC in the initial business combination. For example, HCIC could pursue a transaction in which it issues a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, HCIC would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new ordinary shares, HCIC’s shareholders immediately prior to such transaction could own less than a majority of its outstanding ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s stock than HCIC initially acquired. Accordingly, this may make it more likely that HCIC’s management will not be able to maintain its control of the target business. HCIC cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business. 56 Members of HCIC’s management team and companies affiliated thereof have been, and may from time to time be, involved in legal proceedings or governmental investigations unrelated to HCIC’s business. Members of HCIC’s management team have been (and intend to be) involved in a wide variety of businesses. Such involvement has, and may lead to, media coverage and public awareness. As a result of such involvement, members of HCIC’s management team and companies affiliated thereof have been, and may from time to time be, involved in legal proceedings or governmental investigations unrelated to HCIC’s business. Any such proceedings or investigations may be detrimental to HCIC’s or their reputation or result in other negative consequences or damages, which could negatively affect HCIC’s ability to identify and complete an initial business combination and may have an adverse effect on the price of its securities. HCIC may approve an amendment or waiver of the letter agreement that would allow its sponsor to directly, or members of its sponsor to indirectly, transfer founder shares and private placement shares or membership interests in its sponsor in a transaction in which the sponsor removes itself as HCIC’s sponsor before identifying a business combination, which may deprive HCIC of key personnel. While there is no current intention to do so, and the members of HCIC’s management team and sponsor have not done so with any of their respective previously formed SPACs, HCIC may approve an amendment or waiver of the letter agreement that would allow the sponsor to directly, or members of its sponsor to indirectly, transfer founder shares and private placement shares or membership interests in its sponsor in a transaction in which the sponsor removes itself as HCIC’s sponsor before identifying a business combination. As a result, there is a risk that HCIC’s sponsor and its officers and directors may divest their ownership or economic interests in HCIC or in its sponsor, which would likely result in HCIC’s loss of certain key personnel, including Daniel J. Hennessy, Thomas D. Hennessy and Nicholas Geeza. There can be no assurance that any replacement sponsor or key personnel will successfully identify a business combination target for HCIC, or, even if one is so identified, successfully complete such business combination. Risks Relating to HCIC’s Securities The securities in which HCIC invests the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that HCIC is unable to complete its initial business combination or make certain amendments to its amended and restated memorandum and articles of association, its public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income, net of permitted withdrawals (less, in the case HCIC is unable to complete its initial business combination, of up to $100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share. If HCIC is deemed to be an investment company under the Investment Company Act, it may be required to institute burdensome compliance requirements and its activities may be restricted, which may make it difficult for HCIC to complete its initial business combination. If HCIC is deemed to be an investment company under the Investment Company Act, its activities may be restricted, including: ● restrictions on the nature of its investments; and ● restrictions on the issuance of securities, each of which may make it difficult for HCIC to complete its initial business combination. In addition, HCIC may have imposed upon it burdensome requirements, including: ● registration as an investment company; ● adoption of a specific form of corporate structure; and ● reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations. In order not to be regulated as an investment company under the Investment Company Act, unless HCIC can qualify for an exclusion, it must ensure that it is engaged primarily in a business other than investing, reinvesting or trading in securities and that its activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. HCIC’s business will be to identify and complete an initial business combination and thereafter to operate the post-transaction business or assets for the long term. HCIC does not intend to spend a considerable amount of time actively managing the assets in the trust account for the primary purpose of achieving investment returns. HCIC does not plan to buy businesses or assets with a view to resale or profit from their resale. HCIC does not plan to buy unrelated businesses or assets or to be a passive investor. 57 HCIC does not believe that its principal activities will subject it to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), HCIC intends to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Investing in HCIC’s securities is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of HCIC’s initial business combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend HCIC’s amended and restated memorandum and articles of association (A) to modify the substance or timing of HCIC’s obligation to provide for the redemption of its public shares in connection with an initial business combination or to redeem 100% of its public shares if HCIC has not consummated its initial business combination within the completion window or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within the completion window, HCIC’s return of the funds held in the trust account to its public shareholders as part of its redemption of the public shares. Further, under the subjective test of an “investment company” pursuant to Section 3(a)(1)(A) of the Investment Company Act, even if the funds deposited in the trust account were invested in the assets discussed above, there is a risk that HCIC could be deemed an investment company and subject to the Investment Company Act based on the length of time such funds are invested in such assets. If HCIC were deemed to be subject to compliance with and regulation under the Investment Company Act, it would be subject to additional regulatory burdens and expenses for which it has not allotted funds. Unless HCIC is able to modify its activities so that it would not be deemed an investment company, it would either register as an investment company or wind down and abandon its efforts to complete an initial business combination and instead liquidate the company. As a result, HCIC’s public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of its trust account, would lose the investment opportunity in a target company with which HCIC may decide to consummate an initial business combination and would be unable to realize the potential benefits of an initial business combination, including the possible appreciation of the combined company’s securities. In addition, under these circumstances, HCIC’s public share rights would expire worthless. If HCIC’s circumstances change over time, HCIC will update its disclosure to reflect how such changes impact the risk that it may be considered to be operating as an unregistered investment company. To mitigate the risk that HCIC might be deemed to be an investment company for purposes of the Investment Company Act, it may, at any time, instruct the trustee to liquidate the securities held in the trust account and instead to hold the funds in the trust account in cash or an interest-bearing account until the earlier of the consummation of HCIC’s initial business combination or its liquidation. As a result, following the liquidation of securities in the trust account, HCIC would likely receive minimal interest, if any, on the funds held in the trust account, which would reduce the dollar amount HCIC’s public shareholders would receive upon any redemption or liquidation of the Company. The funds in the trust account will be (i) invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, and/or (ii) deposited in an interest-bearing demand deposit account at a U.S.-chartered commercial bank with consolidated assets of $50 billion or more. However, to mitigate the risk of HCIC being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, HCIC may, at any time, and it expects that it will, on or prior to the 24-month anniversary of the closing date of HCIC’s initial public offering, instruct Odyssey Transfer and Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash or an interest-bearing account until the earlier of consummation of HCIC’s initial business combination or liquidation of the Company. Following such liquidation, HCIC would likely receive minimal interest, if any, on the funds held in the trust account. However, interest previously earned on the funds held in the trust account still may be released to HCIC for permitted withdrawals and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the trust account and thereafter to hold all funds in the trust account in cash or an interest-bearing account would reduce the dollar amount HCIC’s public shareholders would receive upon any redemption or liquidation of the Company. In addition, even prior to the 24-month anniversary of the closing date of HCIC’s initial public offering, HCIC may be deemed to be an investment company. The longer that the funds in the trust account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, the greater the risk that HCIC may be considered an unregistered investment company, in which case HCIC may be required to liquidate the Company. Accordingly, HCIC may determine, in its discretion, to liquidate the securities held in the trust account at any time, even prior to the 24-month anniversary, and instead hold all funds in the trust account in cash or an interest-bearing account, which would further reduce the dollar amount HCIC’s public shareholders would receive upon any redemption or liquidation of the Company. If HCIC were to liquidate, its public shareholders would lose the investment opportunity associated with an investment in the acquisition target with which HCIC could have consummated an initial business combination. In addition, upon moving the funds from the trust account to cash or an interest-bearing account, HCIC will maintain the cash items in bank accounts which, at times, may exceed federally insured limits as guaranteed by the FDIC. While HCIC intends to place its deposits in high-quality banks, only a small portion of the funds in the trust account will be guaranteed by the FDIC. 58 If HCIC seeks shareholder approval of its initial business combination and it does not conduct redemptions pursuant to the tender offer rules, and if a shareholder or a “group” of shareholders are deemed to hold in excess of 15% of HCIC’s Class A ordinary shares, the shareholder will lose the ability to redeem all such shares in excess of 15% of HCIC’s Class A ordinary shares. If HCIC seeks shareholder approval of its initial business combination and it does not conduct redemptions in connection with its initial business combination pursuant to the tender offer rules, its amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), is restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in HCIC’s initial public offering without HCIC’s prior consent, which are referred to as the “Excess Shares.” However, HCIC would not be restricting its shareholders’ ability to vote all of their shares (including Excess Shares) for or against its initial business combination. The inability to redeem the Excess Shares will reduce the shareholder’s influence over HCIC’s ability to complete its initial business combination and the shareholder could suffer a material loss on their investment in HCIC if they sell Excess Shares in open market transactions. Additionally, the shareholder will not receive redemption distributions with respect to the Excess Shares if HCIC completes its initial business combination. As a result, the shareholder will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell their ordinary shares in open market transactions, potentially at a loss. HCIC may issue its shares to investors in connection with its initial business combination at a price which is less than the prevailing market price of its shares at that time. In connection with its initial business combination, HCIC may issue shares to investors in private placement transactions (so-called PIPE transactions). The purpose of such issuances will be to enable HCIC to provide sufficient liquidity to the post-business combination entity. The price of the shares HCIC issues may therefore be less, and potentially significantly less, than the market price for its shares at such time. Any such issuances of equity securities could dilute the interests of HCIC’s existing shareholders. Nasdaq may delist HCIC’s securities from trading on its exchange, which could limit investors’ ability to make transactions in HCIC’s securities and subject HCIC to additional trading restrictions. HCIC’s units, Class A ordinary shares and share rights are listed on Nasdaq. HCIC cannot assure investors that its securities will continue to be listed on Nasdaq in the future or prior to HCIC’s initial business combination. In order to continue listing HCIC’s securities on Nasdaq prior to its initial business combination, HCIC must maintain certain financial, distribution and share price levels. Generally, HCIC must maintain a minimum market value of listed securities (generally $50,000,000), a minimum number of publicly held shares with a minimum market value (generally 1.1 million publicly held shares with a minimum of $15 million market value), a minimum bid price (generally $1.00 per share) and a minimum number of holders of its securities (generally 400 public holders). Additionally, in connection with its initial business combination, HCIC will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of its securities on Nasdaq. For instance, HCIC’s share price would generally be required to be at least $4.00 per share, the market value of its listed securities would generally be required to be at least $75 million, the number of unrestricted publicly held shares must be at least 1.1 million with an aggregate market value of at least $20 million and HCIC would be required to have a minimum of 400 round lot holders (with at least 50% of such round lot holders holding securities with a market value of at least $2,500) of its securities. There is no assurance that HCIC will be able to meet those initial listing requirements at that time. Additionally, HCIC’s units and share rights will not be traded after completion of its initial business combination. 59 If Nasdaq delists HCIC’s securities from trading on its exchange and HCIC is not able to list its securities on another national securities exchange, it is expected that HCIC’s securities could be quoted on an over-the-counter market. If this were to occur, HCIC could face significant material adverse consequences, including: ● a limited availability of market quotations for HCIC’s securities; ● reduced liquidity for HCIC’s securities; ● a determination that HCIC’s Class A ordinary shares are “penny stock” which will require brokers trading in HCIC’s Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for HCIC’s securities; ● a limited amount of news and analyst coverage; and ● a decreased ability to issue additional securities or obtain additional financing in the future. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because HCIC’s units, Class A ordinary shares and share rights are listed on Nasdaq, HCIC’s securities are covered securities. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While HCIC is not aware of a state having used these powers to prohibit or restrict the sale of securities issued by SPACs, other than the State of Idaho, certain state securities regulators view SPACs unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of SPACs in their states. Further, if HCIC were no longer listed on Nasdaq, its securities would not be covered securities and HCIC would be subject to regulation in each state in which it offers its securities, including in connection with its initial business combination. The grant of registration rights to HCIC’s initial shareholders may make it more difficult to complete its initial business combination, and the future exercise of such rights may adversely affect the market price of HCIC’s Class A ordinary shares. Pursuant to an agreement entered into concurrently with the issuance and sale of the securities in HCIC’s initial public offering, HCIC’s initial shareholders and their permitted transferees can demand that HCIC register the private placement units and the Class A ordinary shares underlying such private placement units and the private placement rights included in such private placement units, the Class A ordinary shares issuable upon conversion of the founder shares, the private placement units that may be issued upon conversion of working capital loans and the Class A ordinary shares underlying such private placement units and the private placement rights included in such private placement units. HCIC will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of HCIC’s Class A ordinary shares. In addition, the existence of the registration rights may make HCIC’s initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of HCIC’s Class A ordinary shares that is expected when the securities owned by HCIC’s initial shareholders or holders of working capital loans or their respective permitted transferees are registered. 60 HCIC may issue additional ordinary shares or preference shares to complete its initial business combination or under an employee incentive plan after completion of its initial business combination. HCIC may also issue Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of its initial business combination as a result of the anti-dilution provisions contained in its amended and restated memorandum and articles of association. Any such issuances would dilute the interest of HCIC’s shareholders and likely present other risks. HCIC’s amended and restated memorandum and articles of association authorize the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share and 1,000,000 preference shares, par value $0.0001 per share. As of March 27, 2026 there are 175,179,000 and 9,307,485 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance, which amount does not take into account the Class A ordinary shares underlying the share rights and the private placement share rights reserved for issuance or the Class A ordinary shares issuable upon conversion of Class B ordinary shares. There are no preference shares issued and outstanding. Class B ordinary shares are convertible into Class A ordinary shares initially at a one-for-one ratio but subject to adjustment as set forth herein, including in certain circumstances in which HCIC issues Class A ordinary shares or equity-linked securities related to its initial business combination. HCIC may issue a substantial number of additional ordinary shares or preference shares to complete its initial business combination or under an employee incentive plan after completion of its initial business combination (although its amended and restated memorandum and articles of association provide that HCIC may not issue securities that can vote with public shareholders on matters related to its pre-initial business combination activity). HCIC may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of its initial business combination as a result of the anti-dilution provisions contained in its amended and restated memorandum and articles of association. However, its amended and restated memorandum and articles of association provide, among other things, that prior to its initial business combination, HCIC may not issue additional ordinary shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination. These provisions of its amended and restated memorandum and articles of association, like all provisions of its amended and restated memorandum and articles of association, may be amended with the approval of its shareholders. However, its initial shareholders, officers and directors have agreed, pursuant to a letter agreement with HCIC, that they will not propose any amendment to its amended and restated memorandum and articles of association (A) to modify the substance or timing of its obligation to provide for the redemption of its public shares in connection with an initial business combination or to redeem 100% of its public shares if HCIC has not consummated its initial business combination within the completion window or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless HCIC provides its public shareholders with the opportunity to redeem their ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of permitted withdrawals and taxes payable), divided by the number of then outstanding public shares. The issuance of additional ordinary shares or preference shares: ● may significantly dilute the equity interest of investors in HCIC’s initial public offering; ● may subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded HCIC’s ordinary shares; ● could cause a change of control if a substantial number of HCIC’s ordinary shares are issued, which may affect, among other things, HCIC’s ability to use its net operating loss carry forwards, if any, and could result in the resignation or removal of its present officers and directors; and ● may adversely affect prevailing market prices for HCIC’s units, Class A ordinary shares and/or share rights. 61 Holders of HCIC’s founder shares will control the appointment of its board of directors until consummation of its initial business combination and will hold a substantial interest in HCIC. As a result, they will appoint all of HCIC’s directors prior to its initial business combination and may exert a substantial influence on actions requiring shareholder vote, potentially in a manner that investors do not support. HCIC’s initial shareholders beneficially own 30.1% of its issued and outstanding ordinary shares. In addition, prior to its initial business combination, holders of the founder shares will have the right to appoint all of HCIC’s directors and may remove members of the board of directors for any reason. Holders of HCIC’s public shares will have no right to vote on the appointment of directors during such time. These provisions of its amended and restated memorandum and articles of association may only be amended by a special resolution passed by at least 90% of holders of HCIC’s ordinary shares who, being eligible, attend (in person or by proxy) and vote at a general meeting of the company. As a result, investors will not have any influence over the appointment of directors prior to HCIC’s initial business combination. Neither HCIC’s initial shareholders nor, to HCIC’s knowledge, any of its directors or officers, have any current intention to purchase additional securities, other than as disclosed in this Report. Factors that would be considered in making such additional purchases would include consideration of the current trading price of HCIC’s Class A ordinary shares. In addition, as a result of their substantial ownership in HCIC, its initial shareholders may exert a substantial influence on other actions requiring a shareholder vote, potentially in a manner that investors do not support, including amendments to its amended and restated memorandum and articles of association and approval of major corporate transactions. If HCIC’s initial shareholders purchase any Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their influence over these actions. In addition, HCIC’s board of directors, whose members were appointed by sponsor, is and will be divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year. HCIC may not hold an annual general meeting to appoint new directors prior to the completion of its initial business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual general meeting, as a consequence of HCIC’s “staggered” board of directors, only a minority of the board of directors will be considered for appointment and HCIC’s sponsor, because of their ownership position and control of sponsor, will control the outcome, as only holders of HCIC’s Class B ordinary shares will have the right to vote on the appointment of directors and to remove directors prior to its initial business combination. Accordingly, holders of HCIC’s founder shares will exert significant influence over actions requiring a shareholder vote at least until the completion of its initial business combination. Unlike many other similarly structured SPACs, HCIC’s initial shareholders will receive additional Class A ordinary shares if HCIC issues shares to consummate an initial business combination. The founder shares will automatically convert into Class A ordinary shares at the time of HCIC’s initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in HCIC’s initial public offering and related to the closing of HCIC’s initial business combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 30.1% of the total number of all ordinary shares outstanding upon completion of HCIC’s initial public offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with HCIC’s initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination or any private placement-equivalent units issued to HCIC’s sponsor or its affiliates upon conversion of loans made to HCIC). This is different from some other similarly structured SPACs in which the initial shareholder will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the initial business combination. Additionally, the aforementioned adjustment will not take into account any Class A ordinary shares redeemed in connection with the business combination. Accordingly, the holders of the founder shares could receive additional Class A ordinary shares even if the additional Class A ordinary shares, or equity-linked securities convertible or exercisable for Class A ordinary shares, are issued or deemed issued solely to replace those shares that were redeemed in connection with the business combination. The foregoing may make it more difficult and expensive for HCIC to consummate an initial business combination. Further, HCIC’s public shareholders may incur material dilution due to such anti-dilution adjustments that result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. 62 HCIC may amend the terms of the share rights in a manner that may be adverse to holders of public share rights with the approval by the holders of at least a majority of then outstanding public share rights. As a result, the exercise price of share rights could be increased, the exercise period could be shortened and the number of HCIC’s Class A ordinary shares purchasable upon exercise of a share right could be decreased, all without the approval of the holders. HCIC’s share rights will be issued in registered form under a share right agreement between Odyssey Transfer and Trust Company, as share right agent, and HCIC. The share right agreement provides that the terms of the share rights may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the share right agreement to the description of the terms of the share rights and the share right agreement attached as an exhibit to HCIC’s registration statement filed in connection with its initial public offering, or defective provision or (ii) adding or changing any provisions with respect to matters or questions arising under the share right agreement as the parties to the share right agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the share rights, provided that the approval by the holders of at least a majority of then-outstanding public share rights is required to make any change that adversely affects the interests of the registered holders of public share rights. Accordingly, HCIC may amend the terms of the public share rights in a manner adverse to a holder if holders of at least a majority of then-outstanding public share rights approve of such amendment and, solely with respect to any amendment to the terms of the private placement share rights or any provision of the share right agreement with respect to the private placement units, a majority of the number of then outstanding private placement units. Although HCIC’s ability to amend the terms of the public share rights with the consent of at least a majority of then outstanding public share rights is unlimited, examples of such amendments could be amendments to, among other things, convert the share rights into cash or another security, shorten the exercise period or decrease the number of HCIC’s Class A ordinary shares exchangeable upon conversion of a share right. HCIC’s share right agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of HCIC’s share rights, which could limit the ability of share right holders to obtain a favorable judicial forum for disputes with HCIC. HCIC’s share right agreement provides that, subject to applicable law, (i) any action, proceeding or claim against HCIC arising out of or relating in any way to the share right agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that HCIC irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. HCIC will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, these provisions of the share right agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of HCIC’s share rights shall be deemed to have notice of and to have consented to the forum provisions in HCIC’s share right agreement. If any action, the subject matter of which is within the scope the forum provisions of the share right agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of HCIC’s share rights, such holder shall be deemed to have consented to: (A) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (B) having service of process made upon such share right holder in any such enforcement action by service upon such share right holder’s counsel in the foreign action as agent for such share right holder. 63 This choice-of-forum provision may limit a share right holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with HCIC, which may discourage such lawsuits. Alternatively, if a court were to find this provision of HCIC’s share right agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, HCIC may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect HCIC’s business, financial condition and results of operations and result in a diversion of the time and resources of HCIC’s management and board of directors. Because each unit contains one right to receive one-twelfth (1/12) of one Class A ordinary share upon the consummation of HCIC’s initial business combination, and only whole shares will be issued in exchange for share rights, the units may be worth less than units of other SPACs. Except in cases where HCIC is not the surviving company in a business combination, each holder of a share right will automatically receive one-twelfth (1/12) of one Class A ordinary share upon consummation of HCIC’s initial business combination. In the event HCIC will not be the surviving company upon completion of HCIC’s initial business combination, each holder of a share right will be required to affirmatively convert its share rights in order to receive the one-twelfth (1/12) of one Class A ordinary share underlying each share right upon consummation of the business combination. HCIC will not issue fractional shares in connection with an exchange of share rights. As a result, holders must hold share rights in multiples of 12 in order to receive Class A ordinary shares for all of their share rights upon closing of a business combination. If HCIC is unable to complete an initial business combination within the required time period and HCIC redeems the public shares for the funds held in the trust account, holders of share rights will not receive any of such funds for their share rights and the share rights will expire worthless. The determination of the offering price of HCIC’s units and the size of its initial public offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry. Investors may have less assurance, therefore, that the offering price of HCIC’s units properly reflects the value of such units than they would have in a typical offering of an operating company. Prior to HCIC’s initial public offering, there was no public market for any of HCIC’s securities. The public offering price of the units and the terms of the share rights were determined through discussions between HCIC and the underwriters. In determining the size of HCIC’s initial public offering, management held customary organizational meetings with representatives of the underwriters, both prior to HCIC’s inception and thereafter, with respect to the state of capital markets, generally, and the amount the underwriters believed they reasonably could raise on HCIC’s behalf. Factors considered in determining the size of HCIC’s offering, prices and terms of the units, including the Class A ordinary shares and share rights underlying the units, include: ● the history and prospects of companies whose principal business is the acquisition of other companies; ● prior offerings of those companies; ● HCIC’s prospects for acquiring an operating business; ● HCIC’s capital structure; ● an assessment of HCIC’s management and their experience in identifying operating companies; ● general conditions of the securities markets at the time of HCIC’s initial public offering; and ● other factors as were deemed relevant. Although these factors were considered, the determination of HCIC’s offering price is more arbitrary than the pricing of securities of an operating company in a particular industry since HCIC has no historical operations or financial results. 64 A market for HCIC’s securities may not develop, which would adversely affect the liquidity and price of HCIC’s securities. The price of HCIC’s securities may vary significantly due to one or more potential business combinations and general market or economic conditions. Furthermore, an active trading market for HCIC’s securities may never develop or, if developed, it may not be sustained. Investors may be unable to sell their securities unless a market can be established and sustained. Redeeming shareholders may be unable to sell their securities when they wish to in the event that the proposed business combination is not approved. HCIC will require public shareholders who wish to redeem their public shares in connection with any proposed business combination to comply with the delivery requirements discussed above for redemption. If such proposed business combination is not consummated, HCIC will promptly return such certificates to the tendering public shareholders. Accordingly, investors who attempted to redeem their shares in such a circumstance will be unable to sell their securities after the failed acquisition until HCIC has returned their securities to them. The market price for HCIC’s public shares may decline during this time and those investors may not be able to sell their securities when they wish to, even while other shareholders that did not seek redemption may be able to sell their securities. Provisions in HCIC’s amended and restated memorandum and articles of association may inhibit a takeover of HCIC, which could limit the price investors might be willing to pay in the future for HCIC’s Class A ordinary shares and could entrench management. HCIC’s amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for HCIC’s securities. General Risk Factors HCIC is subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both its costs and the risk of non-compliance. HCIC is subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. HCIC’s efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to HCIC’s disclosure and governance practices. If HCIC fails to address and comply with these regulations and any subsequent changes, HCIC may be subject to penalty and its business may be harmed. HCIC is a newly incorporated company with no operating history and no revenues, and investors have no basis on which to evaluate its ability to achieve its business objective. HCIC is a newly incorporated Cayman Islands exempted company with no operating results, and it did not commence operations until obtaining funding through HCIC’s initial public offering. Because HCIC lacks an operating history, investors have no basis upon which to evaluate its ability to achieve its business objective of completing its initial business combination with one or more target businesses. HCIC has no plans, arrangements or understandings with any prospective target business concerning an initial business combination and may be unable to complete its initial business combination. If HCIC fails to complete its initial business combination, it will never generate any operating revenues. 65 Past performance by HCIC’s management team and their respective affiliates may not be indicative of future performance of an investment in HCIC. Information regarding HCIC’s management team and their respective affiliates is not a guarantee that (i) HCIC will be able to successfully identify a suitable candidate for its initial business combination, or (ii) of success with respect to any initial business combination HCIC may consummate. Investors should not rely on the historical experiences of HCIC’s management team and their respective affiliates as indicative of the future performance of an investment in the company or the return HCIC will, or is likely to, generate going forward. Additionally, in the course of their respective careers, members of HCIC’s management team have been involved in businesses and deals that were unsuccessful. HCIC may reincorporate in another jurisdiction in connection with its initial business combination and such reincorporation may result in taxes imposed on shareholders or share right holders. HCIC may, in connection with its initial business combination and subject to requisite shareholder approval under the Companies Act (with respect to which only holders of Class B ordinary shares will be entitled to vote prior to HCIC’s initial business combination), reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a shareholder or share right holder to recognize taxable income, or otherwise subject it to adverse tax consequences, in the jurisdiction in which the shareholder or share right holder is a tax resident or in which its members are resident if it is a tax transparent entity. HCIC does not intend to make any cash distributions to shareholders or share right holders to pay such taxes. Shareholders or share right holders may be subject to withholding taxes or other taxes, or other adverse tax consequences, with respect to their ownership of HCIC after the reincorporation. HCIC may reincorporate in or transfer by way of continuation to another jurisdiction in connection with its initial business combination, and the laws of such jurisdiction may govern some or all of its future material agreements, and it may not be able to enforce its legal rights. In connection with its initial business combination, HCIC may relocate the home jurisdiction of its business from the Cayman Islands to another jurisdiction. If HCIC determines to do this, the laws of such jurisdiction may govern some or all of its future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of its future agreements could result in a significant loss of business, business opportunities or capital. An investment in HCIC’s securities may result in uncertain U.S. federal income tax consequences. An investment in HCIC’s securities may result in uncertain U.S. federal income tax consequences. For instance, because there are no authorities that directly address instruments similar to the units HCIC issued in its initial public offering, the allocation an investor makes with respect to the purchase price of a unit among the Class A ordinary share and the share right included in each unit could be challenged by the IRS or courts. Furthermore, the U.S. federal income tax consequences of a cashless exercise of share rights are unclear under current law. It is also unclear whether the redemption rights with respect to HCIC’s Class A ordinary shares suspend the running of the holding period of a U.S. Holder (as defined in the section of HCIC’s final prospectus filed in connection with its initial public offering entitled “Taxation — Material United States Federal Income Tax Considerations — General”) for purposes of determining whether any gain or loss realized by such U.S. Holder on the sale or exchange of Class A ordinary shares is long-term capital gain or loss and for purposes of determining whether any dividends HCIC pays would be considered “qualified dividends” for U.S. federal income tax purposes. See the section of HCIC’s final prospectus filed in connection with its initial public offering entitled “Taxation — Material United States Federal Income Tax Considerations” for a summary of the U.S. federal income tax considerations of an investment in HCIC’s securities. Prospective investors are urged to consult their tax advisors with respect to these and other tax consequences related to purchasing, holding or disposing of HCIC’s securities. 66 Cyber incidents or attacks directed at HCIC could result in information theft, data corruption, operational disruption and/or financial loss. HCIC depends on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which it may deal. Sophisticated and deliberate attacks on, or security breaches in, HCIC’s systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of HCIC’s assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, HCIC may not be sufficiently protected against such occurrences. HCIC may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on HCIC’s business and lead to financial loss. Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect HCIC’s business, including its ability to negotiate and complete its initial business combination and results of operations. HCIC is subject to laws and regulations enacted by national, regional and local governments. In particular, HCIC will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on HCIC’s business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on HCIC’s business, including its ability to negotiate and complete its initial business combination and results of operations. Effective July 1, 2024, the SEC issued final rules relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; and increasing the potential liability of certain participants in proposed business combination transactions. These rules may materially adversely affect HCIC’s ability to engage financial and capital market advisors, negotiate and complete its initial business combination and may increase the costs and time related thereto. Because HCIC is incorporated under the laws of the Cayman Islands, shareholders may face difficulties in protecting their interests, and shareholders’ ability to protect their rights through the U.S. federal courts may be limited. HCIC is an exempted company with limited liability incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon HCIC’s directors or executive officers, or enforce judgments obtained in the United States courts against HCIC’s directors or officers. HCIC’s corporate affairs and the rights of shareholders will be governed by HCIC’s amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. HCIC will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of HCIC’s directors to HCIC under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of HCIC’s shareholders and the fiduciary responsibilities of HCIC’s directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States. For a more detailed discussion of the principal differences between the provisions of the Companies Act applicable to HCIC and, for example, the laws applicable to companies incorporated in the United States and their shareholders, see the section of HCIC’s final prospectus filed in connection with its initial public offering entitled “Description of Securities — Certain Differences in Corporate Law.” 67 Shareholders of Cayman Islands exempted companies like HCIC have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of the register of members of these companies. HCIC’s directors have discretion under HCIC’s amended and restated memorandum and articles of association to determine whether or not, and under what conditions, HCIC’s corporate records may be inspected by HCIC’s shareholders, but are not obliged to make them available to HCIC’s shareholders. This may make it more difficult for shareholders to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest. HCIC has been advised by Appleby (Cayman) Ltd., HCIC’s Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against HCIC judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against HCIC predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by HCIC’s management team or controlling shareholders than they would as public shareholders of a United States company. Holders of Class A ordinary shares will not be entitled to vote on any appointment or removal of directors and to continue HCIC in a jurisdiction outside the Cayman Islands prior to HCIC’s initial business combination. Prior to HCIC’s initial business combination, only holders of HCIC’s founder shares will have the right to vote on the appointment of directors and to continue HCIC in a jurisdiction outside the Cayman Islands. Holders of HCIC’s public shares will not be entitled to vote on the appointment of directors or to continue HCIC in a jurisdiction outside the Cayman Islands during such time. In addition, prior to HCIC’s initial business combination, holders of a majority of HCIC’s founder shares may remove a member of the board of directors for any reason. Accordingly, public shareholders will not have any say in the management of HCIC prior to the consummation of an initial business combination. 68 HCIC is an emerging growth company and a smaller reporting company within the meaning of the rules adopted by the Securities and Exchange Commission, and if HCIC takes advantage of certain exemptions from disclosure requirements available to emerging growth companies and smaller reporting companies, this could make HCIC’s securities less attractive to investors and may make it more difficult to compare HCIC’s performance with other public companies. HCIC is an “emerging growth company” within the meaning of the rules adopted by the Securities and Exchange Commission, as modified by the JOBS Act, and HCIC may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in HCIC’s periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, HCIC’s shareholders may not have access to certain information they may deem important. HCIC could be an emerging growth company for up to five years, although circumstances could cause HCIC to lose that status earlier, including if the market value of HCIC’s Class A ordinary shares held by non-affiliates exceeds $700.0 million as of any June 30 before that time, in which case HCIC would no longer be an emerging growth company as of the following December 31. HCIC cannot predict whether investors will find HCIC’s securities less attractive because HCIC will rely on these exemptions. If some investors find HCIC’s securities less attractive as a result of HCIC’s reliance on these exemptions, the trading prices of HCIC’s securities may be lower than they otherwise would be, there may be a less active trading market for HCIC’s securities and the trading prices of HCIC’s securities may be more volatile. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. HCIC has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, HCIC, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of HCIC’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. Additionally, HCIC is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. HCIC will remain a smaller reporting company until the last day of the fiscal year in which (i) the aggregate worldwide market value of HCIC’s Class A ordinary shares held by non-affiliates equaled or exceeded $250.0 million as of the end of the prior June 30th, and (ii) HCIC’s annual revenues equaled or exceeded $100.0 million during such completed fiscal year or the aggregate worldwide market value of HCIC’s Class A ordinary shares held by non-affiliates equaled or exceeded $700.0 million as of the prior June 30th.