Hennessy Capital Investment Corp. VIII 10-K

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of HCIC’s financial condition and results of operations should be read in conjunction with the financial statements and the notes related thereto which are included in “ Item 8. Financial Statements and Supplementary Data ” of this Report, as well as the sections of this Report entitled “ Item 1. Business ” and “ Item 1A. Risk Factors .” Certain information contained in the discussion and analysis set forth below includes forward-looking statements. HCIC’s actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “ Cautionary Note Regarding Forward-Looking Statements ,” “ Item 1A. Risk Factors ” and elsewhere in this Report. Overview HCIC is a SPAC incorporated in the Cayman Islands on July 15, 2025, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. HCIC intends to effectuate its initial business combination using cash derived from the proceeds of its initial public offering and the sale of the private placement units and any sale of securities in connection with its initial business combination, its shares, debt or a combination of cash, shares and debt. The issuance of additional ordinary shares in an initial business combination: ● may significantly dilute the equity interest of HCIC’s public shareholders, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; ● may subordinate the rights of holders of ordinary shares if preference shares is issued with rights senior to those afforded to ordinary shares; ● could cause a change of control if a substantial number of 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 HCIC’s present officers and directors; ● may have the effect of delaying or preventing a change of control of HCIC by diluting the equity ownership or voting rights of a person seeking to obtain control of HCIC; and ● may adversely affect prevailing market prices for Class A ordinary shares and/or share rights. Similarly, if HCIC issues debt securities or otherwise incur significant indebtedness, it could result in: ● 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 HCIC 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 is payable on demand; ● HCIC’s inability to obtain necessary additional financing if the debt contains covenants restricting its ability to obtain such financing while the debt is outstanding; ● HCIC’s inability to pay dividends on ordinary shares; 72 ● 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, expenses, capital expenditures, acquisitions and 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; ● limitations on HCIC’s ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of its strategy and other purposes; ● Other disadvantages compared to its competitors who have less debt. HCIC expects to continue to incur significant costs in the pursuit of its acquisition plans. It cannot provide any assurance that its plans to complete an initial business combination will be successful. Results of Operations HCIC has neither engaged in any operations nor generated any operating revenues to date. The only activities from July 15, 2025 (inception) through December 31, 2025 were organizational activities, those necessary to prepare for HCIC’s initial public offering, described below. HCIC does not expect to generate any operating revenues until after the completion of its initial business combination. It expects to generate non-operating income in the form of interest and/or dividend income on investments held in the trust account after the initial public offering. HCIC expects to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses in connection with searching for, and completing, an initial business combination. For the period from July 15, 2025 (inception) through December 31, 2025, we had a net loss of $44,505, which consisted of formation and general and administrative costs. 73 Liquidity and Capital Resources Until the consummation of the initial public offering, HCIC’s only source of liquidity was an initial purchase of Class B ordinary shares, par value $0.0001 per share, by HCIC’s sponsor for $25,000 and loans from HCIC’s sponsor which were subsequently repaid at the closing of HCIC’s initial public offering. As of December 31, 2025, HCIC had cash of $935 and working capital deficit of $362,435. Subsequent to the annual period covered by this Annual Report on Form 10-K, on February 6, 2026, HCIC consummated the initial public offering of 24,150,000 units, which includes the full exercise by the underwriters of their over-allotment option of 3,150,000 units, at $10.00 per unit, generating gross proceeds of $241,500,000. Simultaneously with the closing of the initial public offering, HCIC consummated the sale of an aggregate of 671,000 private placement units at a price of $10.00 per private placement unit, generating gross proceeds of $6,710,000. Following the closing of the initial public offering, the full exercise of the over-allotment option, and the sale of the private placement units, a total of $241,500,000 was placed in the trust account. HCIC incurred total transaction costs of $10,611,812, consisting of $4,830,000 of cash underwriting fees, $4,830,000 of deferred underwriting fees, and $951,812 of other offering costs. For the period from July 15, 2025 (inception) through December 31, 2025, net cash used in operating activities was $10,420. Net loss of $44,505 was affected by changes in accrued expenses of $34,085. For the period from July 15, 2025 (inception) through December 31, 2025, net cash provided by financing activities was $11,355. Proceeds from issuance of Class B ordinary shares of $25,000 and proceeds from related party promissory notes of $16,000 were affected by payment of deferred offering costs of $29,645. HCIC intends to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (which interest shall be net of permitted withdrawals) and excluding any deferred underwriting commission, if any, to complete its initial business combination. To the extent that HCIC’s share capital or debt is used, in whole or in part, as consideration to complete its initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue its growth strategies. HCIC intends to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination and to pay taxes to the extent the interest earned on the trust account is not sufficient to pay HCIC’s income taxes. In addition, HCIC may pay commitment fees for financing, fees to consultants to assist it with its search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors 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 an agreement where it paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific proposed initial business combination and the amount of HCIC’s available funds at the time. HCIC’s forfeiture of such funds (whether as a result of its breach or otherwise) could result in its not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses. 74 In order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, HCIC’s sponsor or an affiliate of HCIC’s sponsor or certain of HCIC’s officers and directors may, but none of them is obligated to, loan HCIC funds as may be required. If HCIC completes its initial Business Combination, HCIC may repay such loaned amounts out of the proceeds of the trust account released to HCIC. In the event that HCIC’s initial business combination does not close, it may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from the trust account would be used for such repayment. Up to $2,500,000 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. The private placement units would be identical to the private placement units issued to HCIC’s sponsor. Except for the foregoing, the terms of such loans by HCIC’s sponsor, an affiliate of HCIC’s sponsor or HCIC’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. HCIC does not expect to seek loans from parties other than its sponsor, an affiliate of HCIC’s sponsor or HCIC’s officers and directors, if any, as HCIC 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 HCIC’s trust account. HCIC does not believe it will need to raise additional funds in order to meet the expenditures required for operating HCIC’s business. However, if HCIC’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, it may have insufficient funds available to operate its business prior to its initial business combination. Moreover, HCIC may need to obtain additional financing either to complete its initial business combination or because it becomes obligated to redeem a significant number of its public shares upon completion of its initial business combination, in which case it may issue additional securities or incur debt in connection with such business combination. If HCIC raises additional funds through equity or convertible debt issuances, its public shareholders may suffer significant dilution, and these securities could have rights that rank senior to its public shares. If HCIC raises additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to its equity securities and could contain covenants that restrict its operations. Further, as described above, due to the anti-dilution rights of HCIC’s founder shares, its public shareholders may incur material dilution. In addition, HCIC intends to target businesses with enterprise values that are greater than it could acquire with the net proceeds of its initial public offering and the sale of the private placement units, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy redemptions by public shareholders, HCIC may be required to seek additional financing to complete such proposed initial business combination. HCIC may also obtain financing prior to the closing of its initial business combination to fund its working capital needs and transaction costs in connection with its search for and completion of its initial business combination. There is no limitation on HCIC’s ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with its initial business combination, including pursuant to any backstop or similar agreements it may enter into following the consummation of its initial public offering or otherwise. Subject to compliance with applicable securities laws, HCIC would only complete such financing simultaneously with the completion of its 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. In addition, following HCIC’s initial business combination, if cash on hand is insufficient, it may need to obtain additional financing in order to meet its obligations. 75 Off-Balance Sheet Financing Arrangements HCIC has no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2025. HCIC does not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. HCIC has not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets. Contractual Obligations HCIC does not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than agreements to pay an amount equal to $15,000 per month to an affiliate of the Sponsor for office space, utilities and secretarial and administrative support and to pay Nicholas Geeza, its Chief Financial Officer, $10,000 per month and Thomas D. Hennessy, its President, $15,000 per month, respectively, for their services. HCIC began incurring these fees on February 5, 2026, and will continue to incur these fees monthly until the earlier of the completion of HCIC’s initial business combination and the its liquidation. HCIC also pays certain non-officer individual service providers an aggregate of $27,500 per month, with discretionary annual bonuses of up to an aggregate of $295,000, for services provided in connection with HCIC’s initial business combination until the earlier of the consummation of HCIC’s initial business combination or its liquidation. Some of these amounts are paid through Hennessy Capital Group LLC at an at-cost arrangement for individual service providers who are employees of Hennessy Capital Group LLC. The underwriters of HCIC’s initial public offering were entitled to a cash underwriting discount of $0.20 per unit, or $4,830,000 in the aggregate, which were paid to the underwriters in cash at the closing of the initial public offering. Additionally, one of the underwriters is entitled to a deferred underwriting discount of up to $0.20 per unit, or up to $4,830,000 in the aggregate (subject to reduction based on the funds remaining in the trust account after giving effect to the public shares that are redeemed in connection with an initial business combination), payable for deferred underwriting commissions on amounts remaining in the trust account after all redemptions by public shareholders have been met. The deferred underwriting discount will become payable from the amounts held in the trust account solely in the event HCIC completes its initial business combination. Critical Accounting Estimates The preparation of the audited financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. HCIC has not identified any critical accounting estimates. Item 7A. Quantitative and Qualitative Disclosures about Market Risk. HCIC is smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information otherwise required under this item. Item 8. Financial Statements and Supplementary Data. HCIC’s financial statements and notes thereto begin on page F-1 and are included herein by reference. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.