Hennessy Capital Investment Corp. VIII 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS On October 16, 2025, the Sponsor purchased an aggregate of 8,910,429 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. In October 2025, the 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, the Sponsor also transferred an aggregate of 130,000 Founder Shares to HCIC’s independent directors. On February 4, 2026, HCIC, 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. On February 6, 2026, HCIC consummated the Initial Public Offering of 24,150,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount 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 one Class A ordinary share upon the consummation of an initial Business Combination. Simultaneously with the closing of the Initial Public Offering, HCIC consummated the private placement and sale of an aggregate of 671,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds to HCIC of $6,710,000. The 671,000 Private Placement Units were all purchased by the Sponsor. The Private Placement Units are identical to the units sold in the Initial Public Offering, except that (i) the Private Placement Units (and the Class A ordinary shares and Share Rights underlying the Private Placement Units and the Class A ordinary shares issuable upon conversion of the Share Rights) may not be transferred, assigned or sold, subject to certain limited exceptions set forth in the letter agreement and as described in the registration statement filed in connection with the Initial Public Offering, until 30 days after the completion of HCIC’s initial Business Combination, and (ii) the holders of the Private Placement Units are entitled to certain registration rights in respect thereof (and with respect to the Class A ordinary shares and Share Rights underlying such Private Placement Units and the Class A ordinary shares issuable upon conversion of the Share Rights). The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The underwriters of the Initial Public Offering were entitled to a cash underwriting discount of $0.20 per unit, or $4,830,000 in the aggregate, which were paid to the underwriters in cash at the closing of the Initial Public Offering. Additionally, the Deferred Underwriter is entitled to a deferred underwriting discount of up to $0.20 per unit, or up to $4,830,000 in the aggregate (subject to reduction based on the funds remaining in the Trust Account after giving effect to the Public Shares that are redeemed in connection with an initial Business Combination), payable to the Deferred Underwriter for deferred underwriting commissions on amounts remaining in the Trust Account after all redemptions by public shareholders have been met. The deferred underwriting discount will become payable to the Deferred Underwriter from the amounts held in the Trust Account solely in the event HCIC completes its initial Business Combination. For a description of the use of the proceeds generated in the Initial Public Offering, please see Part I, Item 2 of this Quarterly Report. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable.