Hennessy Capital Investment Corp. VIII 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in HCIC’s reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to HCIC’s management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. HCIC’s management evaluated, with the participation of HCIC’s current chief executive officer and chief financial officer (HCIC’s “Certifying Officers”), the effectiveness of HCIC’s disclosure controls and procedures as of December 31, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, the Certifying Officers concluded that, as of December 31, 2025, HCIC’s disclosure controls and procedures were effective. 76 HCIC does not expect that its disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that HCIC has detected all of its control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Report on Internal Controls over Financial Reporting This Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of HCIC’s independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There were no changes in HCIC’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, HCIC’s internal control over financial reporting. Item 9B. Other Information. (a) None. (b) During the three months ended December 31, 2025, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company informed the Company of the adoption , modification or termination of a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K under the Exchange Act. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers. As of the date of this Report, HCIC’s directors and officers are as follows: Name Age Title Daniel J. Hennessy 68 Chairman of the Board of Directors and Chief Executive Officer Thomas D. Hennessy 41 President and Director Nicholas Geeza 40 Executive Vice President, Chief Financial Officer and Secretary Brian Bonner 69 Independent Director Kyle Crowley 54 Independent Director Javier Saade 54 Independent Director Sandra Stash 66 Independent Director Elizabeth Williams 57 Independent Director 77 Daniel J. Hennessy , HCIC’s Chairman and Chief Executive Officer since HCIC’s formation, is also a Managing Member of Hennessy Capital Group LLC, an alternative investment firm he established in 2013 that focuses on sustainable industrial technology and infrastructure sectors. Mr. Hennessy currently serves as the Chairman of the Board and Chief Executive Officer of Hennessy Capital Investment Corp. VII (NASDAQ: HVII). On October 22, 2025, Hennessy VII announced the execution of a business combination agreement with ONE Nuclear, an independent developer of large-scale energy solutions powered by natural gas and advanced nuclear small modular reactor (SMR) technologies. Mr. Hennessy has also served as a director of Innventure, Inc. (NASDAQ: INV) since October 2024. Since September 2023, Mr. Hennessy has served as the Chairman of the Board of Directors of Compass Digital Acquisition Corp. (NASDAQ: CDAQ). On January 6, 2026, Compass Digital announced the execution of a business combination agreement with Key Mining Corp., an exploration stage global critical minerals and infrastructure company deploying a multi-jurisdiction strategy with assets initially located in Chile and the United States. He also has served as Chairman of the Board and Chief Executive Officer of Hennessy Capital Investment Corp. VI, or Hennessy VI, from January 2021 until its business combination with Namib Minerals (NASDAQ: NAMM), which closed on June 5, 2025. He also served as Chairman of the Board and Chief Executive Officer of Hennessy Capital Investment Corp. V, or Hennessy V, from October 2020 until its liquidation in December 2022. Mr. Hennessy served as Chairman of the Board and Chief Executive Officer of Hennessy Capital Acquisition Corp. IV, or Hennessy IV from March 2019 until its business combination with Canoo Holdings Ltd, which closed on December 21, 2020 and changed its name to Canoo Inc. Canoo Inc. filed for bankruptcy and ceased all operations on January 17, 2025. He also served as a senior advisor to PropTech Investment Corporation II, a special purpose acquisition company targeting businesses in the real estate technology industry, and 7GC & Co. Holdings Inc., a special purpose acquisition company targeting businesses in the technology industry. Mr. Hennessy previously served as senior advisor to PropTech Acquisition Corporation, a special purpose acquisition company targeting businesses in the real estate technology industry, which closed its initial business combination with Porch Group Inc. (Nasdaq: PRCH) in December 2020. From January 2017 to October 2018, Mr. Hennessy served as Chairman of the Board and Chief Executive Officer of Hennessy Capital Acquisition Corp. III, or Hennessy III, which merged with NRC Group Holdings, LLC, a global provider of comprehensive environmental, compliance and waste management services, in October 2018, and in November 2019, NRC Group Holdings Corp. merged with U.S. Ecology, Inc., and Mr. Hennessy served as a director of NRC Group Holdings Corp. from October 2018 to October 2019. From April 2015 to February 2017, Mr. Hennessy served as Chairman of the Board and Chief Executive Officer of Hennessy Capital Acquisition Corp. II, or Hennessy II, which merged in February 2017 with Daseke, which was subsequently acquired in April 2024 by TFI International (NYSE and TSX: TFII). Mr. Hennessy served as Vice Chairman of the Board of Daseke from February 2017 to June 2021. From September 2013 to February 2015, Mr. Hennessy served as Chairman of the Board and Chief Executive Officer of Hennessy Capital Acquisition Corp., or Hennessy I, which merged with School Bus Holdings Inc. in February 2015 and is now known as Blue Bird Corporation (NASDAQ: BLBD), and Mr. Hennessy served as Vice Chairman of the Board of Blue Bird Corporation from February 2015 to April 2019. Mr. Hennessy holds a B.A. degree, magna cum laude, from Boston College and an M.B.A. from the University of Michigan Ross School of Business. Mr. Hennessy was selected to serve as director due to his experience in private equity and public and private company board governance, as well as his background in finance and his experience with Hennessy I, Hennessy II, Hennessy III, Hennessy IV, Hennessy V, Hennessy VI and Hennessy VII. Thomas D. Hennessy , the son of Mr. Daniel J. Hennessy and HCIC’s President and a director since HCIC’s formation, is also a Managing Member of Hennessy Capital Group LLC, an alternative investment firm founded in 2013 that focuses on investing in industrial, infrastructure, real estate and sustainable technologies. Mr. Hennessy currently serves as President, Chief Operating Officer and a director of Hennessy VII. On October 22, 2025, Hennessy VII announced the execution of a business combination agreement with ONE Nuclear, an independent developer of large-scale energy solutions powered by natural gas and advanced nuclear small modular reactor (SMR) technologies. Since August 2023, Mr. Hennessy has served as Chief Executive Officer and as a director of Compass Digital Acquisition Corp. (Nasdaq: CDAQ), a special purpose acquisition company, which in January 2026 entered and announced the execution of a business combination agreement with Key Mining Corp., an exploration stage global critical minerals and infrastructure company deploying a multi-jurisdiction strategy with assets initially located in Chile and the United States. Previously, amongst other roles, Mr. Hennessy served as: (i) Chairman of the Board and Chief Executive Officer of Global Technology Acquisition Corp. I (a special purpose acquisition company that liquidated its trust account and delisted its securities from Nasdaq in October 2024) since April 2024; (ii) Director of TortoiseEcofin Acquisition Corp. III from August 2023 until its liquidation in September 2024; (iii) Chairman of the Board and Chief Executive Officer of two, a special purpose acquisition company, which in March 2024 closed a business combination agreement with LatAm Logistic Properties S.A. (NYSE: LPA), a leading developer, owner and manager of institutional quality, class A industrial and logistics real estate in Central and South America; (iv) Director of Jaguar Global Growth Corporation I, a special purpose acquisition company, which in October 2023 closed a business combination with Captivision Inc. (Nasdaq: CAPT), a leading designer and manufacturer of architectural media display glass; (v) Director of 7GC & Co. Holdings Inc., a special purpose acquisition company, which in December 2023 closed a business combination with Banzai International, Inc. (Nasdaq: BNZI), a leading marketing technology company that provides data-driven marketing and sales solutions; (vi) Chairman of the Board and Co-Chief Executive Officer of PropTech Investment Corporation II, a special purpose acquisition company, which in November 2022 closed a business combination with Appreciate Holdings, Inc.; and (vii) Chairman of the Board and Co-Chief Executive Officer of PropTech Acquisition Corporation, a special purpose acquisition company, which in December 2020, closed a business combination with Porch Group Inc. (Nasdaq: PRCH) and subsequently served as an independent director of Porch Group Inc. Mr. Hennessy previously served as a Portfolio Manager of Abu Dhabi Investment Authority (ADIA). Mr. Hennessy holds a B.A. degree from Georgetown University and an MBA from the University of Chicago Booth School of Business. Mr. Hennessy was selected to serve as director due to his experience in private equity and public and private company board governance, as well as his background in finance and his experience with Hennessy VII, Compass Digital Acquisition Corp., Global Technology Acquisition Corp. I, TortoiseEcofin Acquisition Corp. III, two, Jaguar Global Growth Corporation I, 7GC & Co. Holdings Inc., PropTech Investment Corporation II and PropTech Acquisition Corporation. 78 Nicholas Geeza , HCIC’s Executive Vice President, Chief Financial Officer and Secretary since HCIC’s formation, has served since January 2025 as Executive Vice President, Chief Financial Officer and Secretary, and the principal financial and accounting officer of Hennessy Capital Investment Corp. VII (NASDAQ: HVII), a special purpose acquisition company (on October 22, 2025, Hennessy VII announced the execution of a business combination agreement with ONE Nuclear, an independent developer of large scale energy solutions powered by natiral gas and advanced nuclear small modular reactor (SMR) technologies), since April 2023, as Head of Business Development of Hennessy Capital Growth Strategies, an alternative investment company, since April 2023, and as Chief Financial Officer of Compass Digital Acquisition Corp (NASDAQ: CDAQ), a special purpose acquisition company, since August 2023 and since April 2024, as Chief Financial Officer of Global Technology Acquisition Corp. I, a special purpose acquisition company that liquidated its trust account and delisted its securities from Nasdaq in October 2024. Mr. Geeza previously served as Executive Vice President, Chief Financial Officer and Secretary, and the principal financial and accounting officer of Hennessy Capital Investment Corp. VI, a special purpose acquisition company until its business combination with Namib Minerals (NASDAQ: NAMM) , which closed on June 5, 2025, from August 2024 to June 2025, Chief Financial Officer of two, a special purpose acquisition company, from May 2023 to March 2024, and as Enterprise Sales Director for Capital Preferences, Ltd., a wealth technology platform focused on using behavioral economics to reveal client preferences and drive increased assets under management for global enterprise financial institutions, from March 2022 to April 2023. From November 2007 to March 2022, Mr. Geeza served as Senior Vice President in the Derivative Products Group at U.S. Bank National Association, where he was responsible for developing and servicing client relationships in the National Corporate Banking Technology, Automotive and Insurance divisions. During his tenure, Mr. Geeza assisted in the development and successful implementation of a dynamic hedging platform, advised on compliance with U.S. GAAP accounting requirements and negotiated International Swaps and Derivatives Association, Dodd-Frank and collateral management documentation. Prior to U.S. Bank, Mr. Geeza worked at JP Morgan Chase & Co. in New York. Mr. Geeza graduated cum laude with a B.S. from Georgetown University and earned an MBA from the University of Chicago Booth School of Business. Brian Bonner has served as a member of HCIC’s board of directors since HCIC’s initial public offering and chairs HCIC’s compensation committee. Mr. Bonner currently serves as a director of Hennessy VII (since January 2025). Mr. Bonner served on the Board of Directors of Daseke from February 2015 to April 2024, including roles as Executive Chairman (August 2019 until August 2020), Independent Chairman of the Board of Directors of Daseke (August 2020 until June 2022), Chair of the Compensation Committee of the Board of Directors of Daseke (January 2020 until July 2022) and the Audit and Compensation Committees of the Board of Directors of Daseke. Mr. Bonner’s 33-year career with Texas Instruments, Inc. (NASDAQ: TXN), a Fortune 500 publicly traded technology company that designs and manufactures semiconductors and various integrated circuits, spanned several executive leadership positions, including Vice President and Chief Information Officer from 2000 to 2014 and other leadership positions in product profit and loss management, worldwide marketing and post-acquisition integration. Mr. Bonner served as a member on the Board of Directors of Copper Mobile from 2012 to 2015 and as an advisory board member for Gemini Israel Funds from June 2004 to May 2015. He holds an MBA in Marketing and Finance from the Fuqua School of Business at Duke University, an MSEE and BSEE from the University of Michigan, and a BA in Physics from Kalamazoo College. Mr. Bonner was selected to serve as director due to his significant experience and insight in sales management; human capital management, organization and compensation; corporate oversight and governance; business performance; business scaling post-acquisition implementation/integration; information technology management and development; and cybersecurity and information technology systems. 79 Kyle Crowley has served as a member of HCIC’s board of directors since HCIC’s initial public offering. Since June 2024, Mr. Crowley has provided strategic advisory and consulting services to businesses in the energy industry as an independent advisor. Since July 2025, Mr. Crowley has served as a member of the Board of Directors and advisor of Cogentrix Energy, an independent power producer that develops, owns, and operates natural gas generation facilities with 5.5 gigawatts of capacity. Since July 2025, Mr. Crowley has also served as a member of the Board of Managers of Fullmark Energy, a battery energy storage system developer. Mr. Crowley’s 21-year career with Exelon Corporation (NASDAQ: EXC), one of the largest fully regulated utility companies in the United States, spanned several executive leadership positions, including Senior Vice President, Corporate Finance and Development from October 2022 to June 2024, where he provided executive oversight of corporate development, corporate financial planning and analysis, treasury, and insurance functions; Senior Vice President, Chief Development Officer from December 2010 to October 2022, where he managed all mergers, acquisitions, divestitures, joint ventures, and strategic transactions for the company; Vice President, Chief Development Officer from November 2009 to December 2010; and Vice President, Corporate Development from May 2008 to November 2009. During his tenure at Exelon, Mr. Crowley led over $38 billion in closed transactions, including the acquisition of Pepco Holdings for $6.9 billion, the acquisition of Constellation Energy for $7.9 billion and the successful spin-off of Constellation Energy (NASDAQ: CEG). He holds an MBA in Finance and Accounting from the University of Chicago Booth School of Business and a B.S. in Finance from the Indiana University Kelley School of Business. Mr. Crowley was selected to serve as director due to his extensive experience in and deep insight of the energy industry; board governance and corporate oversight; mergers, acquisitions, divestitures, joint ventures, and strategic transactions; corporate financial planning and analysis and business performance; strategic planning; and risk mitigation and oversight. Javier Saade has served as a member of HCIC’s board of directors since HCIC’s initial public offering. Mr. Saade currently serves as a director of Hennessy VII (since January 2025). Mr. Saade is Founder & Managing Partner of Impact Master Holdings, Venture Partner at Fenway Summer since 2016, and Operating Partner at Presidio Investors since 2023. He also serves as Chairman of the Board of Directors of GP Funding, Inc. (private equity-owned financial services company) since 2019, Chairman of the Board of Directors of The Only Agency (private equity-owned media & entertainment company) since 2024, Member of the Board of Directors of VCheck Global Holdings (private equity-owned tech services company) since 2024, Member of the Board of Trustees of Swedish Providence (a large health services enterprise), Member of the Board of Advisors of Harvard University’s Arthur Rock Center for Entrepreneurship, Executive Fellow at Harvard Business School, Lecturer at University of Washington’s Foster School of Business, CNBC Contributor and host of “Top Of The Game”. In the recent past, Javier served as Audit Committee Chair of the Board of Directors of SoftBank Vision Fund Investment Corp. (NASDAQ: SVFA) from January 2021 to March 2023, Lead Independent Director and Nominations & Governance Committee Chair of the Board of Directors of Porch Group, Inc. (NASDAQ: PRCH) from December 2020 to March 2022, Board Member of Global Technology Acquisition Corp. from 2023 to 2024, Board Member of two inc. (from 2023 to 2024, now Logistics Properties of the Americas (NYSE: LPA), Member of the Boards of Trustees of The Nature Conservancy and Pan American Development Foundation and Member of the Board of Advisors of DocuSign, Inc. (NASDAQ: DOCU). In 2013, he was appointed by the White House to serve as Associate Administrator, Chief of Investment & Innovation of the U.S. Small Business Administration (SBA), concurrently served on the Committee for Small and Emerging Companies at the U.S. Securities & Exchange Commission (SEC), and subsequently served on the Presidential Transition at the Department of Treasury and the White House’s Advisory Committee for Trade Policy and Negotiations. Prior to public service, he spent over 20 years in investing, entrepreneurial, operating and advisory roles at McKinsey & Company, Booz Allen & Hamilton (NYSE: BAH), Bridgewater Associates, Abbott Laboratories (NYSE: ABT) and Air America, a company he co-founded. He holds an MBA from Harvard Business School, an MS in Operations & Technology from Illinois Institute of Technology and a BS in Industrial Management from Purdue University. Mr. Saade was selected to serve as a director due to his extensive operating, entrepreneurial, strategy, capital allocation, and governance experience with public and private companies. Sandra Stash has served as a member of HCIC’s board of directors since HCIC’s initial public offering. Since January 2020, Ms. Stash has served as a director of Trans Mountain Corporation, a Canadian pipeline company, since March 2020, she has served as a director and member of the Audit Committee of First Montana Bank, a community bank, and since April 2025, she has served as a director and on the Board Risk and Safety Committee of ACWA Power Co. (XSAU: 2082), a Saudi-listed developer, investor, co-owner and operator of a portfolio of power generation and desalinated water production plants. Ms. Stash previously served as a non-executive director of Diversified Energy Company plc (NYSE: DEC), an energy production company primarily in the natural gas industry, from October 2020 to August 2025, and her roles included serving as the Senior Independent Director, the Chair of the Safety and Sustainability Committee, a member of the Remuneration Committee, and a member of the Audit Committee. Beginning in January 2023, Ms. Stash served as an independent non-executive director on the Board of Managers of Medallion Midstream LLC, an energy processing and midstream company, until Medallion was acquired by ONEOK in December 2024. In April 2021, Sandy joined the board of AIM-listed Chaarat Gold Holdings Limited and served as Chair of the Safety and Sustainability Committee and a member of the Nominations, Audit and Technical Committees until the company was taken private in August 2024. In September 2020, Ms. Stash joined the Board of Lucid Energy Group and served as Chair of its HSSE and Sustainability Committee until a sale of the venture to Targa Resources in July 2022. From June 2021 through May 2022, Ms. Stash served on the Board of Directors of EVRAZ plc, a vertically integrated steel, mining and vanadium business. Prior to her focus on board service, she previously held executive positions with Tullow Oil, Talisman Energy and British Petroleum (BP). She holds a B.S. in Petroleum Engineering from the Colorado School of Mines. Ms. Stash was selected to serve as a director due to her significant experience in and insight into the energy industry; sustainability trends; human capital management, organization and compensation; corporate oversight and governance; and business performance. Elizabeth Williams has served as a member of HCIC’s board of directors since HCIC’s initial public offering and chairs HCIC’s audit committee. Ms. Williams currently serves as a Class III Director of Innventure, Inc (NASDAQ: INV) since October 2024. Ms. Williams was formerly the Vice President of Commercial and Industrial Customer Journey and Products at Entergy from 2021-2022, where she helped large industrial processing businesses achieve sustainability goals through emission reduction solutions. From 2017-2019, Ms. Williams was the Senior Vice President of Strategy and Corporate Development at Tenneco, where she focused on improving financial and capital markets performance by defining long-term strategy. Ms. Williams served as the Vice President and Head of Corporate Strategy from 2014-2016 at Maersk, where she simultaneously helped capitalize on end of life oil fields, and reduced portfolio risk from oil price exposures. From 2011-2014, she was the Senior Vice President and Head of Corporate Strategy at ABB, where she spearheaded the strategic planning, implementation, and execution of $20 billion in institutional investments over four years, including R&D allocation, SG&A, M&A, and capital expenditure initiatives. Prior to 2011, Ms. Williams served as the Director of Corporate Development at United Technologies. Ms. Williams has a B.A. in economics from Stanford University, and an MBA from the University of Chicago. Ms. Williams was selected to serve as a director due to her significant experience in corporate strategy and development. 80 Number and Terms of Office of Officers and Directors HCIC’s board of directors consists of seven members. Holders of HCIC’s founder shares have the right to elect all of its directors or remove any one of them for any reason prior to consummation of HCIC’s initial business combination, and holders of its public shares will not have the right to vote on the appointment or removal of directors during such time. These provisions of HCIC’s amended and restated memorandum and articles of association may only be amended if approved by a majority of at least 90% of its ordinary shares voting at a general meeting. HCIC may not hold an annual meeting of shareholders until after it consummates its initial business combination. In accordance with Nasdaq corporate governance requirements, HCIC is not required to hold an annual meeting until one year after its first fiscal year end following its listing on Nasdaq. Subject to any other special rights applicable to the shareholders, any vacancies on HCIC’s board of directors may be filled by the vote of the remaining directors then in office. HCIC’s officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. HCIC’s board of directors is authorized to appoint persons to the offices set forth in its amended and restated memorandum and articles of association as it deems appropriate. HCIC’s amended and restated memorandum and articles of association provide that its officers may consist of a Chief Executive Officer, a President, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer, Assistant Treasurers and such other offices as may be determined by the board of directors. Director Independence Nasdaq listing standards require that a majority of HCIC’s board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. As of the date of this Report, HCIC has determined that directors Mr. Bonner, Mr. Crowley, Mr. Saade, Ms. Stash, and Ms. Williams are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. The audit committee of HCIC is entirely composed of independent directors meeting Nasdaq’s additional requirements applicable to members of the audit committee. The independent directors of HCIC have regularly scheduled meetings at which only independent directors are present. Committees of the Board of Directors HCIC’s board of directors has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that has been approved by HCIC’s board of directors and has the composition and responsibilities described below. The charter of each committee is available on HCIC’s website. Audit Committee HCIC has established an audit committee of the board of directors. The members of HCIC’s audit committee are Mr. Bonner, Mr. Saade and Ms. Williams, with Ms. Williams chairing the audit committee. Under Nasdaq listing standards and applicable SEC rules, HCIC is required to have at least three members on the audit committee, all of whom must be independent. Each of Mr. Bonner, Mr. Saade and Ms. Williams meets the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Each member of the audit committee is financially literate, and HCIC’s board of directors has determined that Ms. Williams qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. 81 HCIC has adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including: ● assisting board oversight of (1) the integrity of HCIC’s financial statements, (2) HCIC’s compliance with legal and regulatory requirements, (3) HCIC’s independent registered public accounting firm’s qualifications and independence and (4) the performance of HCIC’s internal audit function and independent registered public accounting firm; ● reviewing the appointment, compensation, retention, replacement and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by HCIC; ● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by HCIC, and establishing pre-approval policies and procedures; ● reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with HCIC in order to evaluate their continued independence; ● setting clear hiring policies for employees or former employees of the independent registered public accounting firm; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; ● obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss HCIC’s annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing HCIC’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; ● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to HCIC entering into such transaction; and ● reviewing with management, the independent registered public accounting firm, and HCIC’s legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding HCIC’s financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee HCIC has established a compensation committee of the board of directors. The members of HCIC’s compensation committee are Mr. Bonner, Mr. Crowley and Ms. Stash, with Mr. Bonner chairing the compensation committee. Under Nasdaq listing standards and applicable SEC rules, HCIC is required to have at least two members on the compensation committee, all of whom must be independent. Each of Mr. Bonner, Mr. Crowley and Ms. Stash are independent. 82 HCIC has adopted a compensation committee charter, which details the purpose and responsibility of the compensation committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to HCIC’s Chief Executive Officer’s compensation, evaluating HCIC’s Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of HCIC’s Chief Executive Officer based on such evaluation; ● reviewing and making recommendations to HCIC’s board of directors with respect to (or approving, if such authority is so delegated by HCIC’s board of directors) the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of HCIC’s other officers; ● reviewing HCIC’s executive compensation policies and plans; ● implementing and administering HCIC’s incentive compensation equity-based remuneration plans; ● assisting management in complying with HCIC’s proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for HCIC’s officers and service providers; ● producing a report on executive compensation to be included in HCIC’s annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Director Nominations HCIC does not have a standing nominating committee, though it intends to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Mr. Bonner, Mr. Crowley, Mr. Saade, Ms. Stash, and Ms. Williams. In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, HCIC does not have a nominating committee charter in place. HCIC has not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of HCIC’s business, integrity, professional reputation, independence, wisdom and the ability to represent the best interests of its shareholders. Prior to HCIC’s initial business combination, holders of its public shares will not have the right to recommend director candidates for nomination to the board of directors. Code of Ethics HCIC has adopted a Code of Ethics applicable to its directors, officers and service providers. HCIC has filed a copy of its Code of Ethics and its audit and compensation committee charters as exhibits to its registration statement on Form S-1 (File No. 333-291924) filed in connection with its initial public offering. 83 Investors may review these documents by accessing HCIC’s public filings at the SEC’s website at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from HCIC. HCIC intends to disclose any amendments to or waivers of certain provisions of its Code of Ethics in a Current Report on Form 8-K. Insider Trading Policy HCIC has adopted an insider trading policy governing the purchase, sale and/or other dispositions of HCIC’s securities by directors, officers and employees or HCIC itself, which is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards (the “Insider Trading Policy”). The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is filed with this Report as Exhibit 19.1 and is incorporated herein by reference. Item 11. Executive Compensation. Executive Officer and Director Compensation As of the date of HCIC’s initial public offering, none of HCIC’s officers or directors received any compensation for services rendered to it. HCIC’s sponsor, officers, directors and their respective affiliates are reimbursed for any out-of-pocket expenses incurred in connection with activities on HCIC’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. In addition, commencing on the date on which HCIC’s securities were first listed on Nasdaq, HCIC pays an amount equal to $15,000 per month to an affiliate of its sponsor for office space, utilities and secretarial and administrative support, and HCIC pays Nicholas Geeza, its Chief Financial Officer, $10,000 per month and Thomas D. Hennessy, its President, $15,000 per month, respectively, for their services until the earlier of the consummation of HCIC’s initial business combination or 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 its 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. Each of Mr. Bonner, Mr. Crowley, Mr. Saade and Ms. Stash received 25,000 founder shares for his or her service as a director and Ms. Williams received 30,000 founder shares for her service as a director (including as chair of the audit committee). HCIC’s audit committee reviews on a quarterly basis all payments that were made by it to its sponsor, officers, directors or any of their respective affiliates. After the completion of HCIC’s initial business combination, directors or members of its management team who remain with HCIC may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to HCIC’s shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to HCIC’s officers after the completion of its initial business combination will be determined by a compensation committee constituted solely by independent directors. HCIC is not party to any agreements with its executive officers and directors that provide for benefits upon termination of providing services to it. The existence or terms of any such employment, independent contractor or service provider arrangements may influence HCIC’s management’s motivation in identifying or selecting a target business, and HCIC does not believe that the ability of its management to remain with it after the consummation of its initial business combination should be a determining factor in its decision to proceed with any potential business combination. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of HCIC’s ordinary shares as of March 27, 2026, based on information obtained from the persons named below, with respect to the beneficial ownership of HCIC’s ordinary shares, by: ● each person known by HCIC to be the beneficial owner of more than 5% of HCIC’s outstanding ordinary shares; ● each of HCIC’s executive officers and directors; and ● all of HCIC’s executive officers and directors as a group. 84 Unless otherwise indicated, HCIC believes that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the share rights as these rights are not exercisable within 60 days of this Report. Class A Ordinary Shares Class B Ordinary Shares Name and Address of Beneficial Owner (1) Number of Class A Ordinary Shares Beneficially Owned Percentage of Class A Ordinary Shares Number of Class B Ordinary Shares Beneficially Owned(2) Percentage of Class B Ordinary Shares HC VIII Sponsor LLC (HCIC’s sponsor)(3) 671,000 3 % 9,512,515 89 % Daniel J. Hennessy (3) 671,000 3 % 9,512,515 89 % Thomas D. Hennessy (3)(4) 671,000 3 % 10,262,515 96 % Nicholas Geeza — — 300,000 3 % Brian Bonner (5) — — 25,000 * Kyle Crowley (5) — — 25,000 * Javier Saade (5) — — 25,000 * Sandra Stash (5) — — 25,000 * Elizabeth williams (5) — — 30,000 * All directors and executive officers and directors as a group (8 individuals) 671,000 3 % 10,692,515 100 % * Less than 1% (1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Hennessy Capital Investment Corp. VIII, 195 US Hwy 50, Suite 207, Zephyr Cove, Nevada 89448. (2) Interests shown consist solely of Class B ordinary shares which are referred to herein as founder shares. Such 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 described herein. (3) HC VIII Sponsor LLC is the record holder of the shares reported herein. Hennessy Capital Group LLC is the sole manager of HCIC’s sponsor. Daniel J. Hennessy, HCIC’s Chairman and Chief Executive Officer, and Thomas D. Hennessy, HCIC’s President and a director, are the sole managing members of Hennessy Capital Group LLC. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by HCIC’s sponsor and have shared voting and dispositive control over such securities. Each of Mr. Daniel Hennessy and Mr. Thomas Hennessy disclaims beneficial ownership over any securities owned by HCIC’s sponsor in which he does not have any pecuniary interest. (4) Mr. Thomas D. Hennessy is the record holder of 750,000 of the Class B ordinary shares reported herein. (5) Does not include any shares indirectly owned by this individual as a result of his or her direct or indirect ownership interest in HCIC’s sponsor. 85 Item 13. Certain Relationships and Related Transactions, and Director Independence. Certain Relationships and Related Transactions On October 16, 2025, HCIC’s sponsor purchased an aggregate of 8,910,429 Class B ordinary shares (“founder shares”) for an aggregate purchase price of $25,000, or approximately $0.003 per share. In October 2025 HCIC’s sponsor transferred 300,000 founder shares to Nicholas Geeza, HCIC’s Executive Vice President, Chief Financial Officer and Secretary and 750,000 founder shares to Thomas D. Hennessy, HCIC’s President. In January 2026, HCIC’s sponsor also transferred an aggregate of 130,000 founder shares to HCIC’s independent directors. On February 4, 2026, the Company, through a share dividend, issued to the sponsor and HCIC’s initial shareholders an additional 1,782,086 founder shares, as a result of which the sponsor and the initial shareholders have purchased and hold an aggregate of 10,692,515 founder shares. The number of founder shares issued was determined based on the expectation that the founder shares would represent 30.1% of the outstanding ordinary shares upon completion of HCIC’s initial public offering. HCIC’s sponsor purchased an aggregate of 671,000 private placement units for a purchase price of $10.00 per private placement unit in the private placement, for a total of $6,710,000. The private placement units (including the securities underlying such private placement units) may not, subject to certain limited exceptions, be transferred, assigned or sold by HCIC’s sponsor until 30 days after the completion of HCIC’s initial business combination. If any of HCIC’s officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to HCIC if such entities reject the opportunity and he or she determines to present the opportunity to HCIC. HCIC’s officers and directors currently have other relevant fiduciary, contractual or other obligations or duties that may take priority over their duties to HCIC. 86 HCIC’s sponsor, officers and directors or any of their respective affiliates are reimbursed for any out-of-pocket expenses incurred in connection with activities on HCIC’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. HCIC’s audit committee reviews on a quarterly basis all payments that were made by HCIC to its sponsor, officers, directors or HCIC’s or any of their respective affiliates and determines which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on HCIC’s behalf. HCIC’s sponsor agreed to loan HCIC of up to $250,000 to be used for a portion of the expenses of HCIC’s initial public offering. The loan was non-interest bearing, unsecured and due at the earlier of February 28, 2026, or the closing of HCIC’s initial public offering. As of December 31, 2025, HCIC had borrowed $16,000 under the promissory note. On February 6, 2026, HCIC repaid the total outstanding balance of the promissory note amounting to $86,766. Borrowings under the promissory note are no longer available. The sponsor received $3,450 in excess of the amount due to be repaid on the promissory note, which was transferred back to HCIC on February 10, 2026. HCIC pays an amount equal to $15,000 per month to an affiliate of its sponsor for office space, utilities and secretarial and administrative support. Upon completion of HCIC’s initial business combination or its liquidation, it will cease paying these monthly fees. Accordingly, in the event the consummation of HCIC’s initial business combination takes the maximum 24 months, its sponsor’s affiliates will be paid a total of $360,000 ($15,000 per month in either case) and will be entitled to be reimbursed for any out-of-pocket expenses. HCIC pays Nicholas Geeza, its Chief Financial Officer, $10,000 per month and Thomas D. Hennessy, its President, $15,000 per month, respectively, for their services until the earlier of the consummation of HCIC’s initial business combination or 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 its 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. In addition, in order to finance transaction costs in connection with an initial business combination, HCIC’s sponsor, an affiliate of HCIC’s sponsor or 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 would 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 HCIC’s trust account would be used for such repayment. 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. 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. After HCIC’s initial business combination, members of its management team who remain with HCIC, if any, may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to HCIC’s shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to HCIC’s shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider HCIC’s initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive officer and director compensation. HCIC has entered into a registration rights agreement with respect to the founder shares, private placement units, private placement units that may be issued upon conversion of working capital loans (and any Class A ordinary shares underlying the private placement units and any Class A ordinary shares issuable upon conversion of the founder shares). Related Party Transactions Policy HCIC has not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy. 87 HCIC has adopted a Code of Ethics requiring it to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by HCIC’s board of directors (or the appropriate committee of its board) or as disclosed in its public filings with the SEC. Under HCIC’s Code of Ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. In addition, HCIC’s audit committee, pursuant to a written charter that HCIC adopted prior to the consummation of its initial public offering, is responsible for reviewing and approving related party transactions to the extent that HCIC enters into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. HCIC’s audit committee reviews on a quarterly basis all payments that were made by HCIC to its sponsor, officers or directors, or HCIC’s or any of their affiliates. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, officer or service provider. To further minimize conflicts of interest, HCIC has agreed not to consummate an initial business combination with an entity that is affiliated with any of HCIC’s sponsor, officers or directors unless HCIC, or a committee of independent and disinterested directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA or an independent registered public accounting firm that HCIC’s initial business combination is fair to the company from a financial point of view. HCIC is not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to its sponsor, officers or directors, or HCIC’s or their affiliates, for services rendered to HCIC prior to or in connection with the completion of its initial business combination, including the following payments, all of which, if made prior to the completion of HCIC’s initial business combination, will be paid from funds held outside the trust account: ● repayment of an aggregate of up to $250,000 in loans made to HCIC by its sponsor to cover offering-related and organizational expenses; ● payment to an affiliate of HCIC’s sponsor for office space, utilities and secretarial and administrative support, in an amount equal to $15,000 per month; ● payment of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of HCIC’s initial business combination; ● reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; ● repayment of loans which may be made by HCIC’s sponsor, an affiliate of its sponsor or its officers and directors to finance transaction costs in connection with an initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $2.5 million of such loans may be convertible into private placement units of the post-business combination entity at a price of $10.00 per private placement unit at the option of the lender; ● payment of $10,000 per month and $15,000 per month until the earlier of the consummation of HCIC’s initial business combination or its liquidation to HCIC’s Chief Financial Officer and President, respectively; and ● payment of up to $27,500 per month, with discretionary annual bonuses of up to an aggregate of $295,000, to certain non-officer individual service providers, some or all of which may be paid through Hennessy Capital Group LLC at an at-cost arrangement for individual service providers who are employees of Hennessy Capital Group LLC. These payments may be made using funds that are not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to HCIC in connection therewith. 88 Director Independence Nasdaq listing standards require that a majority of HCIC’s board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. As of the date of this Report, HCIC has determined that directors Mr. Bonner, Mr. Crowley, Mr. Saade, Ms. Stash, and Ms. Williams are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. The audit committee of HCIC is entirely composed of independent directors meeting Nasdaq’s additional requirements applicable to members of the audit committee. The independent directors of HCIC have regularly scheduled meetings at which only independent directors are present. Item 14 . Principal Accountant Fees and Services. The firm of WithumSmith+Brown, PC, or Withum, acts as HCIC’s independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered. Audit Fees . Audit fees consist of fees for professional services rendered for the audit of HCIC’s year-end financial statements and services that are normally provided by Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered in connection with HCIC’s initial public offering and the audit of HCIC’s December 31, 2025 financial statements included in this Report on Form 10-K and other required filings with the SEC for the period from July 15, 2025 (inception) through December 31, 2025 totaled approximately $81,170 . The above amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings. Audit-Related Fees . Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of HCIC’s financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. During the period from July 15, 2025 (inception) through December 31, 2025, Withum did not render assurance and related services related to the performance of the audit or review of financial statements. Tax Fees . Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. During the period from July 15, 2025 (inception) through December 31, 2025, Withum did not render services to HCIC for tax compliance, tax planning and tax advice. All Other Fees . All other fees consist of fees billed for all other services. During the period from July 15, 2025 (inception) through December 31, 2025, there were no fees billed for products and services provided by Withum other than those set forth above. Pre-Approval Policy HCIC’s audit committee was formed upon the consummation of its initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of HCIC’s audit committee were approved by HCIC’s board of directors. Since the formation of the audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services performed and to be performed for HCIC by its auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 89 PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this Report: (1) Financial Statements See Index to Financial Statements, which appears on page F-1 below. The financial statements listed in the accompanying Index to Financial Statements are filed herewith in response to this Item. (2) Financial Statements Schedule None. (3) Exhibits HCIC hereby files as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov. EXHIBIT INDEX Exhibit No. Description 1.1 Underwriting Agreement, dated February 4, 2026, by and between Hennessy Capital Investment Corp. VIII, Barclays Capital Inc. and Cohen & Company Capital Markets, a Division of Cohen & Company Securities, LLC, as representatives of the underwriters (incorporated by reference to Exhibit 1.1 to Hennessy Capital Investment Corp. VIII’s Form 8-K, filed with the SEC on February 6, 2026). 3.1 Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to Hennessy Capital Investment Corp. VIII’s Registration Statement on Form S-1 (File No. 333-291924) filed with the SEC on February 2, 2026). 3.2 Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to Hennessy Capital Investment Corp. VIII’s Form 8-K, filed with the SEC on February 6, 2026). 4.1 Share Rights Agreement, dated February 4, 2026, by and between Hennessy Capital Investment Corp. VIII and Odyssey Transfer and Trust Company (incorporated by reference to Exhibit 4.1 to Hennessy Capital Investment Corp. VIII’s Form 8-K, filed with the SEC on February 6, 2026). 4.2* Description of Securities. 10.1 Letter Agreement, dated February 4, 2026, by and among Hennessy Capital Investment Corp. VIII, its officers, its directors and HC VIII Sponsor LLC (incorporated by reference to Exhibit 10.1 to Hennessy Capital Investment Corp. VIII’s Form 8-K filed with the SEC on February 6, 2026). 10.2 Investment Management Trust Agreement, dated February 4, 2026, by and between Hennessy Capital Investment Corp. VIII and Odyssey Transfer and Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to Hennessy Capital Investment Corp. VIII’s Form 8-K, filed with the SEC on February 6, 2026). 10.3 Registration Rights Agreement, dated February 4, 2026, by and among Hennessy Capital Investment Corp. VIII, HC VIII Sponsor LLC and certain other security holders (incorporated by reference to Exhibit 10.3 to Hennessy Capital Investment Corp. VIII’s Form 8-K, filed with the SEC on February 6, 2026). 10.4 Administrative Support Agreement, dated February 4, 2026, by and between Hennessy Capital Investment Corp. VIII and HC VIII Sponsor LLC (incorporated by reference to Exhibit 10.4 to Hennessy Capital Investment Corp. VIII’s Form 8-K, filed with the SEC on February 6, 2026). 10.5 Founder Shares Subscription Agreement, by and between Hennessy Capital Investment Corp. VIII and HC VIII Sponsor LLC (incorporated by reference to Exhibit 10.5 to Hennessy Capital Investment Corp. VIII’s Registration Statement on Form S-1 (File No. 333-291924) filed with the SEC on February 2, 2026). 10.6 Private Placement Units Purchase Agreement, dated February 4, 2026, by and between Hennessy Capital Investment Corp. VIII and HC VIII Sponsor LLC (incorporated by reference to Exhibit 10.5 to Hennessy Capital Investment Corp. VIII’s Form 8-K, filed with the SEC on February 6, 2026). 90 10.7 Form of Indemnity Agreement, dated February 4, 2026, by and between Hennessy Capital Investment Corp. VIII and each of the officers and directors of Hennessy Capital Investment Corp. VIII (incorporated by reference to Exhibit 10.6 to Hennessy Capital Investment Corp. VIII’s Form 8-K, filed with the SEC on February 6, 2026). 14.1 Form of Code of Conduct and Ethics (incorporated by reference to Exhibit 14.1 to Hennessy Capital Investment Corp. VIII’s Registration Statement on Form S-1 (File No. 333-291924) filed with the SEC on February 2, 2026). 19.1* Insider Trading Policy. 31.1* Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002. 31.2* Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002. 32.1** Certification Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. 32.2** Certification Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. 97.1* Policy on Recoupment of Incentive Compensation, dated as of March 30, 2026. 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema. 101.CAL* Inline XBRL Taxonomy Calculation Linkbase. 101.LAB* Inline XBRL Taxonomy Label Document. 101.PRE* Inline XBRL Definition Linkbase Document. 101.DEF* Inline XBRL Definition Linkbase Document. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith ** Furnished herewith Item 16. Form 10-K Summary. Not applicable. 91 HENNESSY CAPITAL INVESTMENT CORP. VIII INDEX TO FINANCIAL STATEMENTS Financial Statements of Hennessy Capital Investment Corp. VIII: Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2 Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the Period from July 15, 2025 (Inception) through December 31, 2025 F-4 Statement of Changes in Shareholders’ Deficit for the Period from July 15, 2025 (Inception) through December 31, 2025 F-5 Statement of Cash Flows for the Period from July 15, 2025 (Inception) through December 31, 2025 F-6 Notes to Financial Statements F-7 to F-16 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Hennessy Capital Investment Corp. VIII Opinion on the Financial Statements We have audited the accompanying balance sheet of Hennessy Capital Investment Corp. VIII (the “Company”) as of December 31, 2025 and the related statements of operations, changes in shareholders’ deficit and cash flows for the period from July 15, 2025 (inception) through December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from July 15, 2025 (inception) through December 31, 2025, in conformity with the Generally Accepted Accounting Principles in the United States. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company’s auditor since 2025. New York, New York March 30, 2026 PCAOB Number 100 F- 2 HENNESSY CAPITAL INVESTMENT CORP. VIII BALANCE SHEET DECEMBER 31, 2025 Assets Current assets Cash $ 935 Total current assets 935 Deferred offering costs 342,930 Total Assets $ 343,865 Liabilities and Shareholders’ Deficit Current liabilities Accrued offering costs $ 313,285 Accrued expenses 34,085 Promissory note - related party 16,000 Total current liabilities 363,370 Commitments and Contingencies (Note 6) - Shareholders’ Deficit Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding — Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; none issued or outstanding — Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 10,692,515 shares issued and outstanding (1)(2) 1,069 Ordinary shares, value (1)(2) 1,069 Additional paid-in capital 23,931 Accumulated deficit ( 44,505 ) Total Shareholders’ Deficit ( 19,505 ) Total Liabilities and Shareholders’ Deficit $ 343,865 (1) Includes an aggregate of up to 1,365,430 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5). On February 6, 2026, the Company consummated its initial public offering and sold 24,150,000 Units, including 3,150,000 Units sold pursuant to the full exercise of the underwriters’ over-allotment option, hence the 1,365,430 Class B ordinary shares are no longer subject to forfeiture. (2) On February 4, 2026, the Company, through a share dividend, issued 1,782,086 Class B ordinary shares to the initial shareholders, resulting to the initial shareholders holding an aggregate of 10,692,515 Class B ordinary shares. All shares and per-share amounts have been retroactively presented (Note 5). The accompanying notes are an integral part of the financial statements. F- 3 HENNESSY CAPITAL INVESTMENT CORP. VIII STATEMENT OF OPERATIONS FOR THE PERIOD FROM JULY 15, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Formation, general, and administrative costs $ 44,505 Net loss $ ( 44,505 ) Weighted average shares outstanding, Class B ordinary shares, basic and diluted (1)(2) 9,327,085 Basic and diluted net loss per share, Class B ordinary shares $ ( 0.00 ) (1) Excludes an aggregate of up to 1,365,430 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5). On February 6, 2026, the Company consummated its initial public offering and sold 24,150,000 Units, including 3,150,000 Units sold pursuant to the full exercise of the underwriters’ over-allotment option, hence the 1,365,430 Class B ordinary shares are no longer subject to forfeiture. (2) On February 4, 2026, the Company, through a share dividend, issued 1,782,086 Class B ordinary shares to the initial shareholders, resulting to the initial shareholders holding an aggregate of 10,692,515 Class B ordinary shares. All shares and per-share amounts have been retroactively presented (Note 5). The accompanying notes are an integral part of the financial statements. F- 4 HENNESSY CAPITAL INVESTMENT CORP. VIII STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE PERIOD FROM JULY 15, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Shares Amount Shares Amount Capital Deficit Deficit Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance — July 15, 2025 (inception) — $ — — $ — $ — $ — $ — Balance — $ — — $ — $ — $ — $ — Class B ordinary shares issued to Sponsor (1)(2) — — 10,692,515 1,069 23,931 — 25,000 Net loss — — — — — ( 44,505 ) ( 44,505 ) Balance – December 31, 2025 — $ — 10,692,515 $ 1,069 $ 23,931 $ ( 44,505 ) $ ( 19,505 ) Balance — $ — 10,692,515 $ 1,069 $ 23,931 $ ( 44,505 ) $ ( 19,505 ) (1) Includes an aggregate of up to 1,365,430 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5). On February 6, 2026, the Company consummated its initial public offering and sold 24,150,000 Units, including 3,150,000 Units sold pursuant to the full exercise of the underwriters’ over-allotment option, hence the 1,365,430 Class B ordinary shares are no longer subject to forfeiture. (2) On February 4, 2026, the Company, through a share dividend, issued 1,782,086 Class B ordinary shares to the initial shareholders, resulting to the initial shareholders holding an aggregate of 10,692,515 Class B ordinary shares. All shares and per-share amounts have been retroactively presented (Note 5). The accompanying notes are an integral part of the financial statements. F- 5 HENNESSY CAPITAL INVESTMENT CORP. VIII STATEMENT OF CASH FLOWS FOR THE PERIOD FROM JULY 15, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Cash flows from operating activities: Net loss $ ( 44,505 ) Adjustments to reconcile net loss to net cash used in operating activities: Changes in operating assets and liabilities: Accrued expenses 34,085 Net cash used in operating activities ( 10,420 ) Cash flows from financing activities: Proceeds from issuance of founder shares 25,000 Proceeds from promissory note - related party 16,000 Payment of deferred offering costs ( 29,645 ) Net cash provided by financing activities 11,355 Net change in cash 935 Cash – Beginning of period — Cash – End of period $ 935 Non-cash investing and financing activities: Deferred offering costs included in accrued offering costs $ 313,285 The accompanying notes are an integral part of the financial statements. F- 6 HENNESSY CAPITAL INVESTMENT CORP. VIII NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 1 — Organization and Business Operations Hennessy Capital Investment Corp. VIII (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 15, 2025 . The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of December 31, 2025, the Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from July 15, 2025 (inception) through December 31, 2025 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest and/or dividend income on investments from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is HC VIII Sponsor LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 4, 2026. On February 6, 2026, the Company consummated the Initial Public Offering of 24,150,000 units (the “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 . Each Unit consists of one Class A ordinary share and one right (a “Share Right”) to receive one-twelfth (1/12) of a Class A ordinary share upon the consummation of an initial Business Combination. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 671,000 private placement units to the Sponsor (each a “Private Placement Unit”, collectively the “Private Placement Units”) at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 6,710,000 . Each Private Placement Unit consists of one Class A ordinary share and one Share Right to receive one-twelfth (1/12) of a Class A ordinary share upon the consummation of an initial Business Combination. Transaction costs amounted to $ 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. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding any deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination 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 it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Initial Public Offering on February 6, 2026, an amount of $ 241,500,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Units was placed into a U.S.-based trust account (the “Trust Account”), with Odyssey Transfer and Trust Company, acting as the trustee. The funds may be held in cash or 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 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 the Company 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, the Company may, at any time, and it expects that it will, on or prior to the 24-month anniversary of the effective date of the registration statement of which the Company’s prospectus forms a part, instruct 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 the Company’s initial Business Combination or liquidation of the Company. Following such liquidation, the Company 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 the Company 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 public shareholders would receive upon any redemption or liquidation of the Company. F- 7 HENNESSY CAPITAL INVESTMENT CORP. VIII NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to fund its working capital requirements, subject to an annual limit of 5.0 %, and to pay its taxes, other than excise taxes, if any (“permitted withdrawals”) and up to $ 100,000 of interest to pay dissolution expenses, the proceeds from the Initial Public Offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s Class A ordinary shares sold as part of the Units in the Initial Public Offering (the “public shares”) if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either in connection with a general meeting called to approve the initial Business Combination or by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations. The ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten 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 (less the amount of permitted withdrawals and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares, and any public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares, private placement shares, and any public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to the shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private placement shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares or private placement shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other 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 taxes payable, 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 the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. F- 8 HENNESSY CAPITAL INVESTMENT CORP. VIII NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Liquidity and Capital Resources The Company’s liquidity needs up to December 31, 2025 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $ 250,000 (see Note 5). As of December 31, 2025, the Company had $ 935 in cash and had a working capital deficit of $ 362,435 . In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” the Company has completed its Initial Public Offering on February 6, 2026, at which time the capital in excess of the funds deposited in Trust Account and/or used to fund offering costs and other expenses was released to the Company for general capital purposes. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. The Company has the Completion Window to complete the initial Business Combination. Management has determined that upon the consummation of the Initial Public Offering and the sale of the Private Placement Units, the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of these financial statements. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it 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 its 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. 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 election to opt out is irrevocable. The Company 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, the Company, 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 the Company’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 accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 935 in cash and no cash equivalents as of December 31, 2025. F- 9 HENNESSY CAPITAL INVESTMENT CORP. VIII NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Deferred Offering Costs The Company complies with the requirements of the FASBASC Topic 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and Share Rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Share Rights and then to the Class A ordinary shares. On February 6, 2026, upon completion of the Initial Public Offering, offering costs allocated to the public shares subject to possible redemption were charged to temporary equity and offering costs allocated to the Share Rights included in the Units and Private Placement Units were charged to shareholders’ deficit as the Share Rights included in the Units and Private Placement Units, after management’s evaluation, were accounted for under equity treatment. Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Share Rights The Company accounts for the Share Rights issued in connection with the Initial Public Offering and the issuance of the Private Placement Units in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classifies the Share Rights under equity treatment at their assigned values. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with FASB ASC Topic 480 and FASB ASC Topic 815. Share-Based Compensation The Company accounts for share awards in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the underlying value of the share. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited. F- 10 HENNESSY CAPITAL INVESTMENT CORP. VIII NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Net Loss per Class B Ordinary Share Net loss per Class B ordinary share is computed by dividing net loss by the weighted average number of Class B ordinary shares outstanding during the period, excluding Class B ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,365,430 Class B ordinary shares that would have been subject to forfeiture had the over-allotment option not been exercised by the underwriters (see Note 7). As of December 31, 2025, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per Class B ordinary share is the same as basic loss per Class B ordinary share for the period presented. Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on July 15, 2025, inception. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Note 3 — Initial Public Offering Pursuant to the closing of Initial Public Offering on February 6, 2026, the Company sold 24,150,000 Units, which includes the full exercise by the underwriters of their over-allotment option of 3,150,000 Units, at a price of $ 10.00 per Unit, generating gross proceeds of $ 241,500,000 . Each Unit consists of one Class A ordinary share and one Share Right to receive one-twelfth (1/12) of a Class A ordinary share upon the consummation of an initial Business Combination. Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering on February 6, 2026, the Sponsor purchased an aggregate of 671,000 Private Placement Units, in a private placement, at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 6,710,000 . Each Private Placement Unit consists of one Class A ordinary share and one Share Right to receive one-twelfth (1/12) of a Class A ordinary share upon the consummation of an initial Business Combination. The Private Placement Units are identical to the Units sold in the Initial Public Offering except that, so long as they are held by the Sponsor or its permitted transferees, the Private Placement Units (including their component securities) (i) may not (including the Class A ordinary shares issuable upon conversion of the Share Rights included in the Private Placement Units), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Business Combination and (ii) are entitled to registration rights. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares, and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares, private placement shares, and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private placement shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares or private placement shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination. F- 11 HENNESSY CAPITAL INVESTMENT CORP. VIII NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 5 — Related Party Transactions Founder Shares On October 16, 2025, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.003 per share, for which the Company issued 8,910,429 founders shares to the Sponsor. On February 4, 2026, the Company, through a share dividend, issued 1,782,086 Class B ordinary shares to the initial shareholders, resulting to the initial shareholders holding an aggregate of 10,692,515 founder shares (up to 1,365,430 of which are subject to forfeiture depending on the extent to which the underwriters’ option to purchase additional units is exercised). All shares and per-share amounts have been retroactively presented. On February 6, 2026, the underwriters exercised their over-allotment option in full settled as part of the closing of the Initial Public Offering. As a result, the 1,365,430 founder shares are no longer subject to forfeiture by the Sponsor. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) 180 days after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). On October 20, 2025, the Sponsor transferred 300,000 founder shares to the Company’s Chief Financial Officer and Secretary, and 750,000 founder shares to the Company’s President. On January 28, 2026, the Sponsor transferred an aggregate of 130,000 founder shares to the independent directors. The founder shares are automatically forfeited back to the Sponsor if the holder of such founder shares is no longer providing services to the Company prior to the Business Combination. It is determined the transaction shall be recorded on the Company’s books in accordance with FASB ASC Topic 718. The Company has determined the purchase price of the founder shares to be the most appropriate value to use for the transfer of the founder shares on October 20, 2025. The total fair value of the 130,000 founder shares transferred to the five directors on January 28, 2026 was $ 204,490 or $ 1.57 per share. The Company established the initial fair value of the transferred founder shares on January 28, 2026, using a calculation prepared by a third-party valuation experts which takes into consideration the present value of stock of $ 9.86 , remaining term of 0.03 years, risk-free rate of 3.70 %, and market adjustment of 16.00 %. The founder shares transferred are subject to a performance condition (i.e., providing services through Business Combination). Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of founder shares transferred times the grant date fair value per share (unless subsequently modified) less the amount initially received for the transfer of founder shares. As of December 31, 2025, management does not consider a Business Combination to be probable for accounting purposes, and therefore no share-based compensation expense has been recognized. The total grant date fair value of $ 204,490 represents the amount of share-based compensation expense that would be recognized upon consummation of a Business Combination, to the extent the founder shares ultimately vest. Promissory Note — Related Party The Sponsor has agreed to loan the Company an aggregate of up to $ 250,000 to be used for a portion of the expenses of the Initial Public Offering. The loan is non-interest bearing and unsecured. The promissory note is payable on the earlier of February 28, 2026, and the date the Company consummates the Initial Public Offering. As of December 31, 2025, there were $ 16,000 outstanding borrowings under the promissory note. As of February 6, 2026, the Company had borrowed an aggregate of $ 86,766 , which has been paid in full by the Company at the closing of the Initial Public Offering and the borrowings under the promissory note are no longer available. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 2,500,000 of such Working Capital Loans may be convertible into Private Placement Units of the post Business Combination entity at a price of $ 10.00 per Private Placement Unit at the option of the lender. As of December 31, 2025, no such Working Capital Loans were outstanding. F- 12 HENNESSY CAPITAL INVESTMENT CORP. VIII NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Administrative Services Agreement Commencing on February 5, 2026, the date the Company’s securities are first listed on Nasdaq, the Company began 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. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period from July 15, 2025 (inception) through December 31, 2025, the Company did not incur any fees for these services. Commencing on February 5, 2026, the date on which the Company’s securities are first listed on Nasdaq, the Company began to pay its Chief Financial Officer and its President $ 10,000 and $ 15,000 , respectively, per month for services prior to the consummation of the initial Business Combination or until the Company’s liquidation. For the period from July 15, 2025 (inception) through December 31, 2025, the Company did not incur any fees for these services. Note 6 — Commitments and Contingencies Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict, the recent escalation of the Israel-Hamas conflict and the recent escalation of the United States and Israel-Iran conflict. 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 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, 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 cyberattacks 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 above mentioned 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, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination. Registration Rights The holders of the founder shares, Private Placement Units, the Class A ordinary shares underlying such Private Placement Units and Share Rights as part of the Private Placement Units that may be issued upon conversion of the Working Capital Loans have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters’ Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase 3,150,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On February 6, 2026, the underwriters elected to fully exercise their over-allotment option to purchase an additional 3,150,000 Units at a price of $ 10.00 per Unit. The underwriters were entitled to a cash underwriting discount of $ 4,830,000 ( 2.0 % of the gross proceeds of the Units sold in the Initial Public Offering), which was paid at the closing of the Initial Public Offering. Additionally, one of the underwriters is entitled to a deferred underwriting discount of up to 2.00 % of the gross proceeds of the Initial Public Offering held in the Trust Account, or up to $ 4,830,000 , upon the completion of the Company’s Initial Business Combination, subject to the terms of the underwriting agreement. F- 13 HENNESSY CAPITAL INVESTMENT CORP. VIII NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 7 — Shareholders’ Deficit Preference Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 each. As of December 31, 2025, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $ 0.0001 each. As of December 31, 2025, there were no Class A ordinary shares issued or outstanding. Class B Ordinary Shares — The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $ 0.0001 each. As of December 31, 2025, there were 10,692,515 Class B ordinary shares issued and outstanding (up to 1,365,430 of which are subject to forfeiture depending on the extent to which the underwriters’ option to purchase additional units is exercised). On February 6, 2026, the underwriters exercised their over-allotment option in full settled as part of the closing of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 1,365,430 founder shares are no longer subject to forfeiture by the Sponsor. The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares 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 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, 30.1% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the Private Placement Units issued to the Sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent shares issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis. Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority 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 is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least 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, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50% of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the 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 the 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. Share Rights — Except in cases where the Company 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 the initial Business Combination. The Company will not issue fractional shares in connection with an exchange of Share Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company is not the surviving company upon completion of the initial Business Combination, each holder of a Share Right will be required to affirmatively convert his, her or 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. If the Company is unable to complete the initial Business Combination within the required time period and the Company will redeem 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. F- 14 HENNESSY CAPITAL INVESTMENT CORP. VIII NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 8 — Segment Information FASB ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reporting segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following: SCHEDULE OF SEGMENT December 31, 2025 Cash $ 935 Deferred offering costs $ 342,930 For the Period from July 15, 2025 (Inception) through December 31, 2025 Formation, general, and administrative costs $ 44,505 The CODM reviews formation, general, and administrative costs to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Completion Window. The CODM also reviews formation, general, and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation, general, and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis. The CODM reviews the position of total assets as reported in the Company’s balance sheet to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. Additionally, the CODM regularly reviews the status of deferred costs incurred to assess if these are in line with the planned use of proceeds raised from the Initial Public Offering. The CODM will review the interests and/or dividends that will be earned and accrued on investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement. Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through March 30, 2026, the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except as noted below and as disclosed in Note 5. On February 4, 2026, the Company, through a share dividend, issued 1,782,086 Class B ordinary shares to the initial shareholders, resulting to the initial shareholders holding an aggregate of 10,692,515 founder shares (up to 1,365,430 of which are subject to forfeiture depending on the extent to which the underwriters’ option to purchase additional units is exercised). All shares and per-share amounts have been retroactively presented. Commencing on February 5, 2026, the date the Company’s securities were first listed on Nasdaq, the Company began 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. Commencing on February 5, 2026, the date on which the Company’s securities were first listed on Nasdaq, the Company began to pay its Chief Financial Officer and its President $ 10,000 and $ 15,000 , respectively, per month for services prior to the consummation of the initial Business Combination or until the Company’s liquidation. F- 15 HENNESSY CAPITAL INVESTMENT CORP. VIII NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The registration statement for the Company’s Initial Public Offering was declared effective on February 4, 2026. On February 6, 2026, the Company 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, the Company 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, on February 6, 2026, an amount of $ 241,500,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement Units was placed in the Trust Account. On February 6, 2026, the underwriters were paid in cash an underwriting discount of up to $ 4,830,000 simultaneously with the closing of the Initial Public Offering. In addition, one of the underwriters is entitled to a deferred underwriting discount of $ 4,830,000 in the aggregate. The deferred fee will become payable from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On February 6, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,365,430 Class B ordinary shares are no longer subject to forfeiture. On February 6, 2026, the Company fully settled the $ 86,766 outstanding balance of the promissory note. The Sponsor received $ 3,450 in excess of the amount due to be repaid on the promissory note. As such the Company has recorded a due from Sponsor on the balance sheet for this amount. Borrowings under the promissory note are no longer available. On February 10, 2026, the Sponsor has transferred back the excess payment received in the amount of $ 3,450 . On March 24, 2026, the Company announced that, commencing on March 30, 2026, the holders of the Company’s Units, may elect to separately trade the Class A ordinary share and Share Right included in each Unit. The Class A ordinary shares and the Share Rights trade on the Nasdaq Global Market under the symbols “HCIC” and “HCICR,” respectively. Any Units not separated continue to trade on the Nasdaq Global Market under the symbol “HCICU.” Holders of Units need to have their brokers contact Odyssey Transfer and Trust Company, the Company’s transfer agent, in order to separate Units into Class A ordinary shares and Share Rights. F- 16 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 30, 2026 HENNESSY CAPITAL INVESTMENT CORP. VIII By: /s/ Daniel J Hennessy Name: Daniel J. Hennessy Title: Chairman of the Board of Directors and Chief Executive Officer ( Principal Executive Officer ) Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Position Date /s/ Daniel J. Hennessy Chairman of the Board of Directors and Chief Executive Officer March 30, 2026 Daniel J. Hennessy (Principal Executive Officer ) /s/ Thomas D. Hennessy President and Director March 30, 2026 Thomas D. Hennessy /s/ Nicholas Geeza Executive Vice President, Chief Financial Officer and Secretary March 30, 2026 Nicholas Geeza ( Principal Financial and Accounting Officer ) /s/ Brian Bonner Director March 30, 2026 Brian Bonner /s/ Kyle Crowley Director March 30, 2026 Kyle Crowley /s/ Javier Saade Director March 30, 2026 Javier Saade /s/ Sandra Stash Director March 30, 2026 Sandra Stash /s/ Elizabeth Williams Director March 30, 2026 Elizabeth Williams 92